Common use of Governmental Filings; No Violations; Etc Clause in Contracts

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution and delivery of this Agreement by Cingular and the consummation by Cingular, Cingular Wireless and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation of, a termination (or right of termination) or a default under, the acceleration of any obligations or the creation of a Lien on the assets of Cingular or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effect.

Governmental Filings; No Violations; Etc. (a) Except for (i) Other than the reportscompliance with, filingsand filings under, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act, (ii) compliance with, and filings under, the Exchange Act and the Exchange Act; (C) required to be made Securities Act and the rules and regulations promulgated thereunder, including the filing with the NYSE; SEC of the Schedule TO and, if the Shareholders Meeting is required pursuant to this Agreement, the Proxy Statement, (Diii) compliance with or to state securities, takeover and “blue sky” Laws and the FCC; filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, including the filing by Merger Sub of the PA Takeover Notice accompanied by payment of the required filing fee, (Eiv) the filing with or to the Department of State Commissions of the Commonwealth of Pennsylvania the Articles of Merger, (v) compliance with the applicable requirements of the NYSE MKT, and (vi) compliance with the applicable requirements of any foreign antitrust laws (the items set forth above in Section 5.2(c)(i)(Eclauses (i) of through (vi), the Cingular Disclosure Letter; and (F) with or to those foreign “Parent Required Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterApprovals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by Cingular Parent or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular and the consummation by Cingular, Cingular Wireless Parent and Merger Sub or the consummation of the Offer, the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain would obtain, as the case may be, is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless each of Parent and Merger Sub do does not, and the consummation by Cingular and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate respective certificates of incorporation incorporation, bylaws or by-laws comparable governing documents of Cingular Parent or Merger Sub; any of its Subsidiaries, (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any of their respective obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, to any Contracts Contract binding upon Cingular Parent or any of its Subsidiaries or Subsidiaries, or, assuming (solely with respect to performance of this Agreement and consummation of the Offer, the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 6.03(a), under any Laws or governmental or non-governmental permit or license Law to which Cingular Parent or any of its Subsidiaries is subject; , or (Ciii) any change in the rights or obligations of any party under any Contract binding upon Parent or any of such Contractsits Subsidiaries, except, in the case of clause (Bii) or (Ciii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrationsnotices, consentswaiting periods or approvals required by (i) Section 4.4 of this Agreement, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under including the HSR Act Interim Order and any approvals required thereunder and the Exchange Act; Final Order, (Cii) required to be made with sending the NYSE; (D) with or Articles of Arrangement to the FCC; Director (Eiii) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure LetterRequired Regulatory Approvals; and (Fiv) with or to those foreign Governmental Entities regulating competition the CSE, TSXV and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterNasdaq rules and regulations, no noticesconsent, reports approval, Order, license, Permit or other filings are required to be made by Cingular authorization of, or Cingular Wireless registration, declaration, notice or filing with, nor are any consents, registrations, approvals, permits Governmental Entity is necessary or authorizations required to be obtained or made by Cingular or Merger Sub from, with respect to GameSquare or any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, GameSquare Subsidiaries in connection with the execution and delivery of this Agreement, the performance by GameSquare of its obligations under this Agreement by Cingular and the consummation by Cingular, Cingular Wireless and Merger Sub GameSquare of the Merger Arrangement and the other transactions contemplated hereby, except those that the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular GameSquare Material Adverse Effect. (iib) The execution, execution and delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do GameSquare does not, and the consummation by Cingular and Merger Sub of the Merger Arrangement and the other transactions contemplated hereby will notnot (with or without notice or lapse of time or both), constitute (i) violate or conflict with any provision of GameSquare’s Organizational Documents, (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section (5)(a) and obtaining the GameSquare Shareholder Approval, violate or conflict with any Laws or any Order applicable to GameSquare or any of the GameSquare Subsidiaries or any of their respective assets or properties, (iii) subject to obtaining the third-party consents and approvals set forth in Section (5)(b) of the GameSquare Disclosure Letter, in each case, prior to or at the Closing, violate, conflict with, or result in (A) a breach or violation of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the certificate of incorporation or by-laws of Cingular or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation termination of, or accelerate the performance required by, or result in a termination (or right of termination) , cancellation, guaranteed payment or a default under, the acceleration of any obligations obligation or the loss of a benefit under, or result in the creation of a any Lien on upon any of the assets of Cingular GameSquare or any of the GameSquare Subsidiaries pursuant to any provisions of any mortgage, indenture, deed of trust, Permit, concession, lease, instrument, obligation or other Contract of any kind to which GameSquare or any of the GameSquare Subsidiaries is now a party or by which it or any of its Subsidiaries pursuant toassets may be bound, or (iv) result in the creation of any Contracts binding Lien upon Cingular any of the properties or assets of GameSquare or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such ContractsGameSquare Subsidiaries, except, except in the case of clause the foregoing clauses (Bii), (iii) or and (Civ) above, for any breach, violation, conflict, termination, default, acceleration, creation creation, change, conflict or change Lien that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular GameSquare Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) filing of the West Virginia Articles of Merger with the Secretary of State of West Virginia pursuant to Section 1.3; (B) 1.3 and the requisite filing under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; Subsidiaries, or (C) any change in the rights or obligations of any party under any of such ContractsContract, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) filing of the Certificate of Merger pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter1.6, no notices, reports or other filings are required to be made by Cingular MUFG, Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular MUFG, Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated herebyTransactions that this Agreement requires it to consummate, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Offer, the Merger and the other Transactions. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby Transactions that this Agreement requires it to consummate will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws of Cingular MUFG, Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular MUFG, Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular MUFG, Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular MUFG, Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Offer, the Merger and the other Transactions that this Agreement requires it to consummate.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (B) 1.3 and under the HSR Act and Act, the ECMR, if applicable, any other Antitrust Laws or the Exchange Act; Act (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices Except for (A) pursuant to Section 1.3; the receipt of the Sanctioning Order and the filing of the Sanctioning Order with the Registrar of Companies of England and Wales and complying with any other applicable requirements of the Companies Act and the rules and regulations promulgated thereunder, (B) compliance with and filings or notifications (and expiration of waiting period) under the HSR Act with respect to the Acquisition and the Exchange Act; Equity Financing and the transactions contemplated hereby or the Equity Commitments, (C) required to be made with the NYSE; filings with, and (if applicable) approvals from, the European Commission of a merger notification under the EUMR and (D) the filings, and (if applicable) approvals, under the other applicable Acquisition Antitrust Laws with or respect to the FCC; (E) with or to Acquisition and the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Lettertransactions contemplated hereby, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub Buyer from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Buyer and the consummation by Cingular, Cingular Wireless and Merger Sub Buyer of the Merger Acquisition and the other transactions contemplated hereby, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the ability of Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement. (ii) The Subject to obtaining the approvals described in Section 5.2(c)(i), the execution, delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do Buyer does not, and the consummation by Cingular and Merger Sub Buyer of the Merger Acquisition and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation incorporation, bylaws or by-laws comparable governing documents of Cingular Buyer or Merger Sub; any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets assets, of Cingular Buyer or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular to which Buyer or any of its Subsidiaries is a party or by which Buyer or any of its Subsidiaries or its or any of their respective properties are bound or (C) a violation of any Laws or governmental or non-governmental permit or license to which Cingular Buyer or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (A), (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the ability of Buyer to consummate the Acquisition or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (B) Sections 1.3 and 6.5, and under the HSR Act and (the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Cingular Parent or Merger Sub; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the acceleration of any obligations or the creation of a Lien on any of the respective assets of Cingular Parent or any of its Subsidiaries Merger Sub pursuant to, any Contracts binding upon Cingular Parent or Merger Sub; (C) violate any Laws applicable to Parent or Merger Sub or by which any of its or any of its Subsidiaries or any Laws their respective assets are bound or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries Merger Sub is subject; or (CD) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B), (C) or (CD) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than with respect to procedures under the Israeli Companies Law and the necessary notices, reports, filings, consents, registrations, consents, approvals, permits, permits or authorizations and/or notices (A) pursuant to Section 1.3; 1.03, (B) under the HSR Act, the Securities Act and the Exchange Act; , and (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; under state securities, takeover and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“blue sky” Laws, no notices, reports or other filings are required to be made by Cingular OIS or Cingular Wireless Merger Sub or any subsidiary of OIS with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular OIS or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution and delivery of this Agreement by Cingular OIS and Merger Sub or any subsidiary of OIS and the consummation by Cingular, Cingular Wireless and Merger Sub of the Merger and the other transactions contemplated herebyhereby or in connection with the continuing operation of the business of OIS following the Effective Time, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular an OIS Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (ii) OIS maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. (iii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless OIS and Merger Sub do not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws or articles of Cingular or association of OIS and Merger Sub; , (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular or any of its Subsidiaries OIS pursuant to, any Contracts binding upon Cingular or any OIS, assuming (solely with respect to performance of its Subsidiaries or this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; OIS and Merger Sub are subject or (C) any change in the rights or obligations of any party under any of such ContractsContract binding on OIS, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would notthat, individually or in the aggregate, is not reasonably be expected likely to have a Cingular OIS Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (iv) Other than as described in Section 5.02(g)(iv) of the OIS Disclosure Letter, neither OIS nor Merger Sub nor any other subsidiary of OIS is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which OIS or Merger Sub or any other subsidiary of OIS may engage or the manner or locations in which any of them may so engage in any business. (v) Other than as described in Section 5.02(g)(v) of the OIS Disclosure Letter, except for: (A) relationships with OIS or Merger Sub or any other subsidiary of OIS as an officer, director, or employee thereof (and compensation by OIS or Merger Sub or any other subsidiary of OIS in consideration of such services) in accordance with the terms of their employment; and (B) relationships with OIS as shareholders or option holders therein, to the knowledge (as defined below) of OIS, none of the directors or officers, or the shareholders of OIS, or any known member of any of their families or Affiliates, is presently a party to, or was a party to during the year preceding the date of this Agreement, any transaction, agreement or arrangement with OIS or Merger Sub or any other subsidiary of OIS. None of the officers, directors or Shareholders has any known interest in any property, real or personal, tangible or intangible, including inventions, copyrights, trademarks, or trade names, used in or pertaining to the business, or any supplier, distributor, or customer of OIS, except for the normal rights of a Shareholder, and except for rights under the OIS Option Plans. OIS and Merger Sub and any other subsidiary of OIS have not, since October 1, 2004, (x) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer of OIS or (y) materially modified any term of any such extension or maintenance of credit. As used in this Agreement, “knowledge” of (i) OIS means the actual knowledge of OIS’s officers; and (ii) OIS or Merger Sub means the actual knowledge of such party’s officers.

Governmental Filings; No Violations; Etc. (ia) Other than the filings and/or notices pursuant to the CGCL and under the HSR Act, no filings, notices, reports, filingsconsents, registrations, consents, approvals, permits, permits or authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (with or without notice, lapse of time or both) (A) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation or by-laws of Cingular Parent or Merger Sub; , (B) with or without notice, lapse of time or both a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreement) compliance with the matters referred to in Section 4.3(a), under any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, acceleration, creation or change that as would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no No notices, reports or other filings are required to be made by Cingular or Cingular Wireless Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub Buyer from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Buyer and the consummation by Cingular, Cingular Wireless and Merger Sub of the Merger and the other transactions contemplated herebyTransactions, except those that for (i) applicable requirements, if any, of (A) the failure Exchange Act, (B) state securities or “blue sky” Laws, (C) the DGCL to make or obtain would notfile appropriate documentation and (D) NASDAQ, individually or in and (ii) the aggregatefiling of customary applications and notices, reasonably be expected to have a Cingular Material Adverse Effectas applicable with any Governmental Entity. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub Buyer do not, and the consummation by Cingular and Merger Sub Buyer of the Merger and the other transactions contemplated hereby Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Cingular or Merger Sub; Buyer, (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular or any of its Subsidiaries Buyer pursuant to, any Contracts binding upon Cingular or Buyer or, assuming (solely with respect to performance of this Agreement and the consummation of the Transactions) compliance with the matters referred to in Section 5.3(a), under any of its Subsidiaries or any Laws or governmental or non-governmental permit or license Law to which Cingular or any of its Subsidiaries Buyer is subject; or (Ciii) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (Ciii) above, for any breach, violation, termination, default, acceleration, creation or change that as would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Buyer to consummate the Transactions.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrationsnotices, consentswaiting periods or approvals required by (i) Section 4.4 of this Agreement, approvalsincluding the Interim Order and any approvals required thereunder, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) the Final Order and filings with the Director under the OBCA, (ii) the HSR Act, the Competition Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions other Required Regulatory Approvals set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; on Schedule “F”, and (Fiii) with or to those foreign Governmental Entities regulating competition each of Nasdaq and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterTSX rules and regulations, no noticesconsent, reports approval, Order, license, Permit or other filings are required to be made by Cingular authorization of, or Cingular Wireless registration, declaration, notice or filing with, nor are any consents, registrations, approvals, permits Governmental Entity is necessary or authorizations required to be obtained or made by Cingular or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, with respect to Aphria in connection with the execution and delivery of this Agreement, the performance by Aphria of its obligations under this Agreement by Cingular and the consummation by Cingular, Cingular Wireless and Merger Sub Aphria of the Merger Arrangement and the other transactions contemplated hereby, except those that the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular an Aphria Material Adverse Effect. (iib) The execution, execution and delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do Aphria does not, and the consummation by Cingular and Merger Sub of the Merger Arrangement and the other transactions contemplated hereby will notnot (with or without notice or lapse of time or both), constitute (i) violate or conflict with any provision of Aphria’s Organizational Documents, (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section (5)(a) and obtaining the Aphria Shareholder Approval, violate or conflict with any Laws or any Order applicable to Aphria or any of the Aphria Subsidiaries or any of their respective assets or properties or (iii) subject to obtaining the third-party consents and approvals set forth in Section (5)(b) of the Aphria Disclosure Letter, in each case prior to or as soon as practicable following Closing, violate, conflict with, or result in (A) a breach or violation of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the certificate of incorporation or by-laws of Cingular or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation termination of, or accelerate the performance required by, or result in a termination (or right of termination) , cancellation, guaranteed payment or a default under, the acceleration of any obligations obligation or the loss of a benefit under, or result in the creation of a any Lien on upon any of the assets of Cingular Aphria or any of the Aphria Subsidiaries pursuant to any provisions of any mortgage, indenture, deed of trust, Permit, concession, lease, instrument, obligation or other Contract of any kind to which Aphria or any of the Aphria Subsidiaries is now a party or by which it or any of its Subsidiaries pursuant toassets may be bound, or (iv) result in the creation of any Contracts binding Lien upon Cingular any of the properties or assets of Aphria or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such ContractsAphria Subsidiaries, except, except in the case of clause the foregoing clauses (Bii), (iii) or and (Civ) above, for any breach, violation, conflict, termination, default, acceleration, creation creation, change, conflict or change Lien that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular an Aphria Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no No notices, reports or other filings are required to be made by Cingular or Cingular Wireless MediVision with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub MediVision from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (except as may not have a MediVision Material Adverse Effect) (each, a “Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, Entity”) in connection with the execution and delivery of this Agreement by Cingular MediVision and the consummation by Cingular, Cingular Wireless and Merger Sub of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of MediVision and its Subsidiaries immediately following the Effective Time, other than (A) as contemplated by Sections 1.03, 6.04, 6.13 and 7.01(f), (B) necessary notices, reports, filings, consents, registrations, approvals, permits or authorizations pursuant to Section 1.03, (C) filing a draft of the S-4 Registration Statement with the Commission Bancaire Financiere et des Assurances (“CBFA”) prior to or concurrently with the filing of such document with the Securities Exchange Commission (“SEC”), (D) filing an application for delisting of the Shares from Euronext and filing an application, if necessary, for an exemption from any requirement to list the OIS Common Stock on the Euronext Stock Exchange, (E) filing application to, and receiving the approval of, the Israeli Tax Authority with respect to the Merger, (F) filings with, and approval by, the Office of the Chief Scientist of the Israeli Ministry of Trade & Industry (“OCS”) to the change in ownership of MediVision to be effected by the Merger (the “OCS Approval”), (G) filings with, and approval by, the Investment Center of the Israeli Ministry of Trade & Industry (the “Investment Center”) of the change in ownership of MediVision to be effected by the Merger (the “Investment Center Approval”), (H) obtaining the Options Tax Ruling (as defined in Section 6.12(c)(i)), (I) completing the process of de-listing MediVision’s shares from the Euronext Stock Exchange, and (J) other filings and recordation as required by Governmental Entities (defined below) other than those in the United States or Israel, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular MediVision Material Adverse Effect. (ii) The Other than as set forth in Section 5.01(d)(ii) of the MediVision Disclosure Letter, execution, delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do MediVision does not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate Articles of incorporation Association of MediVision or by-laws the comparable governing instruments of Cingular or Merger Sub; any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular MediVision or any of its Subsidiaries pursuant toto any agreement, any Contracts lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding upon Cingular MediVision or any of its Subsidiaries or or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.01(d)(i), under any Laws or governmental or non-governmental permit or license Law to which Cingular MediVision or any of its Subsidiaries is subject; subject or (C) any change in the rights or obligations of any party under any Contract binding on MediVision or any of such Contractsits Subsidiaries, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would notthat, individually or in the aggregate, has not had and would not reasonably be expected to have a Cingular MediVision Material Adverse Effect. Section 5.01(d)(ii) of the MediVision Disclosure Letter sets forth a correct and complete list of material Contracts of MediVision and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). (iii) Other than as described in Section 5.01(d)(iii) of the MediVision Disclosure Letter, neither MediVision nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which MediVision or any of its Subsidiaries (or, after giving effect to the Merger, OIS or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. (iv) Other than as described in Section 5.01(d)(iv) of the MediVision Disclosure Letter, except for: (A) relationships with MediVision or any of its Subsidiaries as an officer, director, or employee thereof (and compensation by MediVision or any of its Subsidiaries in consideration of such services) in accordance with the terms of their employment; and (B) relationships with MediVision as shareholders or option holders therein, to the knowledge (as defined below) of MediVision, MediVision does not have knowledge of any of the directors or officers, or the shareholders of MediVision, or any known member of any of their families or Affiliates, presently being a party to, or having been a party to during the year preceding the date of this Agreement, any transaction, agreement or arrangement with MediVision or any of its Subsidiaries. MediVision does not have knowledge of any of the officers, directors or Shareholders having any known interest in any property, real or personal, tangible or intangible, including inventions, copyrights, trademarks, or trade names, used in or pertaining to the business, or any supplier, distributor, or customer of MediVision, except for the normal rights of a Shareholder, and except for rights under the Option Plans. MediVision and its Subsidiaries have not, since July 1, 2004, (x) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer of MediVision or (y) materially modified any term of any such extension or maintenance of credit. As used in this Agreement, (i) “knowledge” of MediVision means the actual knowledge of MediVision’s officers; (ii) “knowledge” of OIS or Merger Sub means the actual knowledge of such party’s officers; and (iii) “Affiliate” of any Person has the meaning defined in Rule 2b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; , (B) under the HSR Act and the Exchange Act; , (C) required to be made with under the NYSE; Communications Act, including the FCC Rules, (D) with under any applicable state public utility Laws and rules, regulations and order of any PUCs or similar foreign public utility Laws and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses, to the FCC; extent set forth on Section 5.2(c)(i)(D) of the Parent Disclosure Letter, (E) with under the rules and regulations of the NASDAQ, (F) under any state securities or to the State Commissions “blue sky” laws and (G) set forth in on Section 5.2(c)(i)(E5.2(c)(i)(G) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Parent Disclosure Letter, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement and the Voting Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby and by the Voting Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; , or (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien an Encumbrance on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts Contract binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than Except for the reports, filings, registrations, consents, approvals, permits, authorizations authorizations, notices and/or notices filings (Ai) pursuant to Section 1.3; 1.3 of this Agreement, (Bii) under the HSR Act and Act, the Securities Act, the Exchange Act; , (Ciii) required to be made with the NYSE; Nasdaq, (Div) with for or pursuant to the FCC; other applicable foreign securities Law approvals, state securities, takeover and “blue sky” laws, (Ev) with or required to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) be made with or to those foreign Governmental Entities regulating competition competition, antitrust or Regulatory Laws, and telecommunications businesses set forth in Section 5.2(c)(i)(F(vi) of the Cingular Disclosure Letterrequired to be made under any Environmental Law, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless Parent, Merger Subs with, nor are any registrations, consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or either Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its SubsidiariesEntity, in connection with the execution and delivery of this Agreement by Cingular Parent or either Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub Subs of the Merger Mergers and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (iib) The None of the execution, delivery and or performance of this Agreement by CingularParent or Merger Subs, Cingular Wireless and Merger Sub do not, and the consummation by Cingular the Company and Merger Sub of the Merger or any other transaction contemplated by this Agreement, or Parent’s or either Merger Sub’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both): (i) conflict with or violate any provision of Parent’s or either Merger Sub’s articles of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s Subsidiaries; (ii) assuming that all consents, approvals, authorizations and the other transactions contemplated hereby will notpermits described in this Section 4.4 have been obtained and all filings and notifications described in this Section 4.4 have been made and any waiting periods thereunder have terminated or expired, constitute conflict with or violate any Law or Order applicable to Parent, Merger Subs or their Subsidiaries, or any of their respective properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in (A) a any breach of or violation ofany loss of benefit under, or constitute a default under, the certificate of incorporation or by-laws of Cingular result in termination or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation of, a termination (or give to others any right of termination) , vesting, amendment, acceleration or a default undercancellation of, the acceleration of any obligations or result in the creation of a Lien on Lien, other than Permitted Liens, upon any of the respective properties or assets of Cingular Parent or any of its Significant Subsidiaries pursuant to, any Contracts binding upon Cingular Contract, permit or other instrument or obligation to which Parent, either Merger Sub or any of its their Subsidiaries is a party or any Laws or governmental or non-governmental permit or license to by which Cingular they or any of its Subsidiaries is subject; their respective properties or (C) any change in the rights assets may be bound or obligations of any party under any of such Contractsaffected, except, in the case of clause with respect to clauses (Bii) or and (C) aboveiii), for any breachsuch conflicts, violationviolations, terminationconsents, defaultapprovals, accelerationauthorizations, creation permits, breaches, defaults, losses, other occurrences or change that Liens which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than Except for (i) compliance with, and filings under, the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3HSR Act; (Bii) under compliance with, and filings under, the HSR Exchange Act and the Exchange Securities Act, including the filing with the SEC of the Proxy Statement and the filing and dissemination of the Offer Documents, including filing of the Schedule TO; (Ciii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required to be made in connection with the transactions contemplated hereby; (iv) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (v) the filing of a petition to, and the approval of, or a determination that no approval is required, of the NYPSC under the New York Public Service Law; (vi) the FCC Pre-Approvals; (vii) compliance with the applicable requirements of the NYSE; (Dviii) with the filing of an application to, or the filing of an amendment to the FCCPrior Application to, and approval of, the FERC under Section 203 of the FPA; (Eix) with or to the State Commissions set forth such other items as disclosed in Section 5.2(c)(i)(E6.2(c) of the Cingular Parent Disclosure Letter; and (Fx) filings and notices required as a result of facts and circumstances solely attributable to the Company (the items set forth above in clauses (i) through (ix), the “Parent Required Governmental Approvals”), no Permit or Order or action of, registration, declaration or filing with or notice to those foreign any Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports Entity is necessary or other filings are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, made in connection with the execution and delivery of this Agreement by Cingular Parent and Merger Sub, the consummation performance by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make their respective obligations hereunder or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do not, and the consummation by Cingular and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby by Parent and Merger Sub, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not be reasonably likely to prevent or materially delay or materially impede the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the consummation of the transactions contemplated hereby will not, constitute or result in a Violation pursuant to any provisions of (Ai) a breach or violation of, or a default under, the certificate of incorporation incorporation, bylaws, certificate of formation, limited liability company operating agreement or by-laws similar governing documents of Cingular Parent or Merger Sub; , (Bii) with the certificate of incorporation, bylaws or without notice, lapse of time or both a breach or violation of, a termination (or right of termination) or a default under, the acceleration similar governing documents of any obligations or Subsidiary of Parent, (iii) subject to obtaining the creation of a Lien on the assets of Cingular or any of its Subsidiaries pursuant toParent Required Governmental Approvals, any Contracts binding upon Cingular Order, Permit or Law applicable to Parent or any of its Subsidiaries or any Laws of their respective properties or governmental assets, or non(iv) subject to obtaining the third-governmental permit or license party consents set forth in Section 6.2(c)(ii) of the Parent Disclosure Letter, any Contract to which Cingular Parent or any of its Subsidiaries is subject; a party or (C) any change in the rights by which they or obligations of any party under any of such Contractstheir respective properties or assets may be bound, except, except in the case of clause clauses (Bii), (iii) or (Civ) above, for any breach, violation, termination, default, acceleration, creation or change that would notsuch Violation which, individually or in the aggregate, would not be reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially delay or materially impede the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrationsnotices, consentswaiting periods or approvals required by (i) Section 4.4 of this Agreement, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under including the HSR Act Interim Order and any approvals required thereunder and the Exchange Act; Final Order, (Cii) required to be made with sending the NYSE; (D) with or Articles of Arrangement to the FCC; Nasdaq (Eiii) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure LetterRequired Regulatory Approvals; and (Fiv) with or to those foreign Governmental Entities regulating competition the CSE, TSXV and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterNasdaq rules and regulations, no noticesconsent, reports approval, Order, license, Permit or other filings are required to be made by Cingular authorization of, or Cingular Wireless registration, declaration, notice or filing with, nor are any consents, registrations, approvals, permits Governmental Entity is necessary or authorizations required to be obtained or made by Cingular or Merger Sub from, with respect to Engine Gaming or any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, Engine Gaming Subsidiaries in connection with the execution and delivery of this Agreement, the performance by Engine Gaming of its obligations under this Agreement by Cingular and the consummation by Cingular, Cingular Wireless and Merger Sub Engine Gaming of the Merger Arrangement and the other transactions contemplated hereby, except those that the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular an Engine Gaming Material Adverse Effect. (iib) The execution, execution and delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do Engine Gaming does not, and the consummation by Cingular and Merger Sub of the Merger Arrangement and the other transactions contemplated hereby will notnot (with or without notice or lapse of time or both), constitute (i) violate or conflict with any provision of Engine Gaming’s Organizational Documents, (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section (5)(a), violate or conflict with any Laws or any Order applicable to Engine Gaming or any of the Engine Gaming Subsidiaries or any of their respective assets or properties, (iii) subject to obtaining the third-party consents and approvals set forth in Section ()(a) of the Engine Gaming Disclosure Letter, in each case, prior to or at the Closing, violate, conflict with, or result in (A) a breach or violation of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the certificate of incorporation or by-laws of Cingular or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation termination of, or accelerate the performance required by, or result in a termination (or right of termination) , cancellation, guaranteed payment or a default under, the acceleration of any obligations obligation or the loss of a benefit under, or result in the creation of a any Lien on upon any of the assets of Cingular Engine Gaming or any of the Engine Gaming Subsidiaries pursuant to any provisions of any mortgage, indenture, deed of trust, Permit, concession, lease, instrument, obligation or other Contract of any kind to which Engine Gaming or any of the Engine Gaming Subsidiaries is now a party or by which it or any of its Subsidiaries pursuant toassets may be bound, or (iv) result in the creation of any Contracts binding Lien upon Cingular any of the properties or assets of Engine Gaming or any of its the Engine Gaming Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its (including GameSquare and the GameSquare Subsidiaries is subject; or (Cfollowing the Arrangement) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause the foregoing clauses (Bii), (iii) or and (Civ) above, for any breach, violation, conflict, termination, default, acceleration, creation creation, change, conflict or change Lien that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular an Engine Gaming Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the reportsConfirmation Order (as defined below), the FERC Approval, the PUCT Approval, the FCC Approval, the filings in respect thereof and the filings, notices, consents, registrations, consents, approvals, permits, permits or authorizations and/or notices to be made or obtained (A) pursuant to Section 1.3; as contemplated by the Backstop Agreement or any other Transaction Agreement, (B) to or from the Secretary of State of the State of Texas the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (C) required as a result of facts or circumstances solely attributable to the Company or its Subsidiaries, a direct or indirect change of control thereof or the operation of their businesses, (D) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to under the State Commissions Exchange Act and the Securities Act (other than those items set forth in Section 5.2(c)(i)(Eclauses (B) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of C), all such approvals being collectively the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless OV2 with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub OV2 from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement or any of the other Transaction Agreements to which Parent or OV2 are parties by Cingular Parent and OV2 and the consummation by Cingular, Cingular Wireless Parent and Merger Sub OV2 of the Merger and the other transactions contemplated herebyParent Subject Transactions, except those that which are authorized by the failure FERC, PUCT or ERCOT to make be obtained or obtain would not, individually or made after the First Closing Date in the aggregate, ordinary course of business or those that would not reasonably be expected to have a Cingular Material Adverse Effectprevent, materially restrict or materially impair Parent or OV2 from consummating the Parent Subject Transactions. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub OV2 do not, and the consummation by Cingular Parent and Merger Sub OV2 of the Merger and the other transactions contemplated hereby Parent Subject Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate organizational or comparable governing documents of incorporation Parent or by-laws of Cingular or Merger SubOV2; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries OV2 pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries OV2 or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries OV2 is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, except for any such breach, violation, terminationdefault, defaultcreation, acceleration, creation or change that would not, individually or in the aggregate, not reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair Parent or OV2 from consummating the Parent Subject Transactions.

Governmental Filings; No Violations; Etc. (i) Other than the reportsVermont Insurance Approval, filingsFERC Approval, registrationsthe PUCT Approval, consentsthe FCC Approval, approvals, permits, authorizations and filings in respect thereof and the filings and/or notices (A) pursuant to Section 1.3; 1.5, (B) required as a result of facts or circumstances solely attributable to the Company or its Subsidiaries, a direct or indirect change of control thereof, or the operation of their businesses, (C) under the HSR Act and (D) under the Securities Act with respect to any registration statement to be filed with the SEC on Form S-4 (the “Form S-4”) or other applicable registration statement in connection with the issuance by Parent of Parent Common Stock issuable pursuant to this Agreement, (E) under the Exchange Act; , (CF) required to be made under any securities or “blue sky” laws of any jurisdiction in connection with the NYSE; issuance by Parent of Parent Common Stock issuable pursuant to this Agreement, and (DG) with or the NYSE in connection with the listing by Parent on the NYSE of the shares of Parent Common Stock issuable pursuant to the FCC; this Agreement (E) with or to the State Commissions other than those items set forth in Section 5.2(c)(i)(Eclauses (A) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of B), all such approvals being collectively the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, the Bankruptcy Court or any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger Closing Date Transactions and the other transactions contemplated herebyby this Agreement, except those that the failure of which to make or obtain has not had and would notnot have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation incorporation, certificate of formation or by-laws bylaws or comparable governing documents of Cingular Parent or Merger SubSub or the comparable governing instruments of any of Parent’s Subsidiaries; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts; or (D) assuming compliance with the matters referred to in Section 5.2(d)(i), a violation of any Law to which Parent or any of its Subsidiaries is subject, except, in the case of clause (B), (C) or (CD) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that has not had and would notnot have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter1.7, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions. (ii) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (B) 1.3 and under the HSR Act and any other applicable merger control laws (the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter"Parent Approvals"), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with 3with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, or conflict with, the certificate of incorporation or by-laws bylaws or comparable governing documents of Cingular Parent or Merger Sub; , (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries Merger Sub pursuant to, any Contracts material contracts or agreements binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; Merger Sub or (C) any change assuming compliance with the matters referenced in the rights or obligations Section 5.2(c)(i), a violation of any party under any of such ContractsLaw to which Parent or Merger Sub is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, terminationtermination (or right thereof), default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterApprovals, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless the Purchaser Entities with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub the Purchaser Entities from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular the Purchaser Entities and the consummation by Cingular, Cingular Wireless and Merger Sub the Purchaser Entities of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of the Purchaser Entities to consummate the Transactions. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub the Purchaser Entities do not, and the consummation by Cingular and Merger Sub the Purchaser Entities of the Merger and the other transactions Transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular the Purchaser Entities or Merger Sub; the comparable governing instruments of any of their respective Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular the Purchaser Entities or any of its their respective Subsidiaries pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries the Purchaser Entities or any Laws or governmental or non-governmental permit or license to which Cingular the Purchaser Entities or any of its their respective Subsidiaries is subject; , or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of the Purchaser Entities to consummate the Transactions.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no No notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those other than (i) the filing of the Articles of Merger; (ii) compliance with the applicable requirements of the HSR Act; (iii) compliance with the applicable requirements of the Competition Act; and (iv) notices, reports, filings, consents, registrations, approvals, permits or authorizations that the failure to make or obtain would not, individually or in the aggregate, not reasonably be expected to have a Cingular Parent Material Adverse EffectEffect (items (i) through (iv), collectively, the “Parent Approvals”). (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws of Cingular Parent or Merger Sub; , (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries Merger Sub pursuant to, any Contracts binding upon Cingular Parent or Merger Sub or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.3(a), under any of its Subsidiaries or any Laws or governmental or non-governmental permit or license Law to which Cingular Parent or any of its Subsidiaries Merger Sub is subject; or (Ciii) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause clauses (Bii) or (Ciii) above, for any breach, violation, termination, default, acceleration, creation or change that as would not, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the reportsGovernmental Approvals, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) and compliance with the applicable requirements under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless ProMedica, with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub ProMedica from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular ProMedica and the consummation by Cingular, Cingular Wireless and Merger Sub ProMedica of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of ProMedica to consummate the Transactions. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub ProMedica do not, and the consummation by Cingular and Merger Sub ProMedica of the Merger and the other transactions Transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular ProMedica or Merger Sub; the comparable governing instruments of any of their respective Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular ProMedica Parent, Purchaser or any of its their respective Subsidiaries pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries ProMedica or any Laws or governmental or non-governmental permit or license to which Cingular ProMedica Parent, Purchaser or any of its their respective Subsidiaries is subject; , or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of ProMedica to consummate the Transactions.

Governmental Filings; No Violations; Etc. (i) Other than (i) the reportsfiling by Parent of the Form S-4 of which the Joint Proxy Statement/Prospectus is a part, filings, registrations, consents, approvals, permits, authorizations and/or notices (ii) (A) the filing of a Notification and Report Form by Parent pursuant to Section 1.3; (B) under the HSR Act and the termination of the waiting period required thereunder, and (B) such filings as may be necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws, (iii) the applicable requirements of the Securities Act, the Exchange Act; Act and state securities, takeover and “blue sky” Laws, (Civ) required to be made the filing of the Certificate of Merger with the NYSE; Secretary of State of the State of Delaware and (Dv) with or any notice pursuant to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) rules and regulations of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterNASDAQ, no notices, reports or other filings Consents are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor or are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby Transactions will not, constitute or result in (A) a breach or violation of, or a default under, or conflict with the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) ), modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or default under, the creation or acceleration of any obligations under or the creation of a Lien Lien, other than a Permitted Lien, on any of the assets of Cingular or any of its Subsidiaries Parent pursuant to, to any Contracts binding upon Cingular Parent or to which any of its Subsidiaries properties, rights or other assets are subject that involves, or would reasonably be expected to, involve aggregate payments by or to the Parent in excess of $1,000,000 or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions) compliance with the matters referred to in Section 5.2(e)(i), under any Laws or governmental or non-governmental permit or license Law to which Cingular or any of its Subsidiaries Parent is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would notthat, individually or in the aggregate, would not reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (B) 1.3 and under the HSR Act and (the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of their respective Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (B) 2.3 and under the HSR Act and the Exchange Act; (C) required to be made , with the NYSE; Securities and Exchange Commission or the New York Stock Exchange (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransactions that this Agreement requires it to consummate, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby Transactions that this Agreement requires it to consummate will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate articles of incorporation organization, by laws or by-laws the comparable governing instruments of Cingular Parent or Merger Sub; , (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; , or (Ciii) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (Bii) or (Ciii) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions that this Agreement requires it to consummate.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act, EC Merger Regulation (if applicable), the Securities Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (ED) with or to the State Commissions set forth in Section 5.2(c)(i)(E5.2(e)(i)(D) of the Cingular Parent Disclosure Letter; and (FE) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F5.2(e)(i)(E) of the Cingular Parent Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub any of its Subsidiaries from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have result in a Cingular Parent Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, to any Contracts material Contract binding upon Cingular Parent or any of its Subsidiaries or or, assuming (solely with respect to performance of this Agreement and consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(e)(i), any Laws Law or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such material Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than reports and filings under, and compliance with, the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under Securities Act or the HSR Exchange Act as may be required in connection with this Agreement and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Lettertransactions contemplated hereby, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub Purchaser from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Purchaser and the consummation by Cingular, Cingular Wireless and Merger Sub of the Merger Purchase, the Issuance, the Conversion and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Purchaser to consummate the Purchase, the Issuance, the Conversion and the other transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub Purchaser do not, and the consummation by Cingular and Merger Sub Purchaser of the Merger Issuance, the Purchase, the Conversion and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws of Cingular Purchaser or Merger Sub; the comparable governing documents of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular Purchaser or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Purchaser or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Purchaser or any of its Subsidiaries is subject; or (Ciii) any change in the rights or obligations of any party under any of such Contracts, permits or licenses, except, in the case of clause (Bii) or (Ciii) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Purchaser to consummate the Purchase, the Issuance, the Conversion and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrationsnotices, consentswaiting periods or approvals required by (i) Section 4.4 of this Agreement, approvalsincluding the Interim Order and any approvals required thereunder, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) the Final Order and filings with the Director under the OBCA, (ii) the HSR Act, the Competition Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions other Required Regulatory Approvals set forth in Section 5.2(c)(i)(Eon Schedule “F”, (iii) of the Cingular Disclosure Letter; 1934 Exchange Act and (Fiv) with or to those foreign Governmental Entities regulating competition the Nasdaq rules and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letterregulations, no noticesconsent, reports approval, Order, license, Permit or other filings are required to be made by Cingular authorization of, or Cingular Wireless registration, declaration, notice or filing with, nor are any consents, registrations, approvals, permits Governmental Entity is necessary or authorizations required to be obtained or made by Cingular or Merger Sub from, with respect to Tilray or any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, Tilray Subsidiaries in connection with the execution and delivery of this Agreement, the performance by Tilray of its obligations under this Agreement by Cingular and the consummation by Cingular, Cingular Wireless and Merger Sub Tilray of the Merger Arrangement and the other transactions contemplated hereby, except those that the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Tilray Material Adverse Effect. (iib) The execution, execution and delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do Tilray does not, and the consummation by Cingular and Merger Sub of the Merger Arrangement and the other transactions contemplated hereby will notnot (with or without notice or lapse of time or both), constitute (i) violate or conflict with any provision of Tilray’s Organizational Documents, (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section (5)(a) and obtaining the Tilray Shareholder Approval, violate or conflict with any Laws or any Order applicable to Tilray or any of the Tilray Subsidiaries or any of their respective assets or properties, (iii) subject to obtaining the third-party consents and approvals set forth in Section (5)(a) of the Tilray Disclosure Letter, in each case, prior to or at the Closing, violate, conflict with, or result in (A) a breach or violation of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the certificate of incorporation or by-laws of Cingular or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation termination of, or accelerate the performance required by, or result in a termination (or right of termination) , cancellation, guaranteed payment or a default under, the acceleration of any obligations obligation or the loss of a benefit under, or result in the creation of a any Lien on upon any of the assets of Cingular Tilray or any of the Tilray Subsidiaries pursuant to any provisions of any mortgage, indenture, deed of trust, Permit, concession, lease, instrument, obligation or other Contract of any kind to which Tilray or any of the Tilray Subsidiaries is now a party or by which it or any of its Subsidiaries pursuant toassets may be bound, or (iv) result in the creation of any Contracts binding Lien upon Cingular any of the properties or assets of Tilray or any of its the Tilray Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its (including Aphria and the Aphria Subsidiaries is subject; or (Cfollowing the Arrangement) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause the foregoing clauses (Bii), (iii) or and (Civ) above, for any breach, violation, conflict, termination, default, acceleration, creation creation, change, conflict or change Lien that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Tilray Material Adverse Effect.

Governmental Filings; No Violations; Etc. (ia) Other than Except for the reports, filings, registrations, consents, approvals, permits, authorizations authorizations, notices and/or notices filings (Ai) pursuant to Section 1.3; , (Bii) under the HSR Securities Act and the Exchange Act; , (Ciii) required to be made with the NYSE; NASDAQ, (Div) with for or pursuant to the FCC; other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (Ev) with or to the State Commissions as set forth in Section 5.2(c)(i)(E4.4(a) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Parent Disclosure Letter, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any registrations, consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its SubsidiariesEntity, in connection with the execution and delivery of this Agreement by Cingular Parent or Merger Sub and the consummation by Cingular, Cingular Wireless and Parent or Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (iib) The None of the execution, delivery and or performance of this Agreement by CingularParent or Merger Sub, Cingular Wireless and Merger Sub do not, and the consummation by Cingular and Merger Sub Parent of the Merger and or any other transaction contemplated by this Agreement, or Parent’s or Merger Sub’s compliance with any of the other transactions contemplated hereby provisions of this Agreement will not(with or without notice or lapse of time, constitute or both), (i) subject to obtaining the Parent Stockholder Approval, conflict with or violate any provision of Parent’s or Merger Sub’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s or Merger Sub’s Subsidiaries; (ii) conflict with or violate any Law or Order applicable to Parent, Merger Sub, or any of their Subsidiaries or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in (A) a any breach of or violation ofany loss of any benefit under, or constitute a default under, the certificate of incorporation or by-laws of Cingular result in termination or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation of, a termination (or give to others any right of termination) , vesting, amendment, acceleration or a default undercancellation of, the acceleration of any obligations or result in the creation of a Lien on Lien, other than Permitted Liens, upon any of the respective properties or assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Contract, permit or other instrument or obligation to which Parent, Merger Sub or any of its their Subsidiaries is a party or any Laws or governmental or non-governmental permit or license to by which Cingular they or any of its Subsidiaries is subject; their respective properties or (C) any change in the rights assets may be bound or obligations of any party under any of such Contractsaffected, except, in the case of clause with respect to clauses (Bii) or and (C) aboveiii), for any breachsuch conflicts, violationviolations, terminationconsents, defaultapprovals, accelerationauthorizations, creation permits, breaches, losses, defaults, other occurrences or change that Liens which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (a) Except for (i) Other than the reportscompliance with, filingsand filings under, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act, (ii) compliance with, and filings under, the Exchange Act and the Exchange Act; (C) required to be made Securities Act and the rules and regulations promulgated thereunder, including the filing with the NYSE; SEC of the Schedule TO, (Diii) compliance with or to state securities, takeover and “blue sky” Laws and the FCC; filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (Eiv) the filing with or to the with the Secretary of State of the State Commissions of Delaware of the Certificate of Merger as required by the DGCL, (v) compliance with the applicable requirements of Nasdaq, and (vi) compliance with the applicable requirements of any other Antitrust Laws (the items set forth above in Section 5.2(c)(i)(Eclauses (i) of through (vi), the Cingular Disclosure Letter; and (F) with or to those foreign “Parent Required Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterApprovals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by Cingular Parent or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular and the consummation by Cingular, Cingular Wireless Parent and Merger Sub or the consummation of the Offer, the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain obtain, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless each of Parent and Merger Sub do does not, and the consummation by Cingular and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate respective certificates of incorporation incorporation, bylaws or by-laws comparable governing documents of Cingular Parent or Merger Sub; any of its Subsidiaries, (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any of their respective obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, to any Contracts Contract binding upon Cingular Parent or any of its Subsidiaries or under any Laws or governmental or non-governmental permit or license Law to which Cingular Parent or any of its Subsidiaries is subject; subject (assuming the Parent Required Governmental Approvals are obtained), or (Ciii) any change in the rights or obligations of any party under any Contract binding upon Parent or any of such Contractsits Subsidiaries, except, in the case of clause (Bii) or (Ciii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other Except for (A) compliance with, and filings under, the HSR Act, as amended, and the rules and regulations thereunder; (B) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement; (C) compliance with, and filings under, the applicable requirements of Antitrust Law, competition Law or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the United States; (D) the filing of the Delaware Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (E) compliance with the applicable requirements of the NYSE; (F) notices, reports, filings, consents, registrations, consents, approvals, permits, permits or authorizations and/or notices required in connection with the Carveout Transaction; and (G) such other items as disclosed in Section 5.2(c)(i) of the Parent Disclosure Letter (the items set forth above in clauses (A) pursuant to Section 1.3; through (B) under G), the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign “Parent Required Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterApprovals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular and the consummation by Cingular, Cingular Wireless Parent and Merger Sub or the consummation of the Merger and the other transactions contemplated herebyby this Agreement, except those other than such items that the failure to make or obtain would obtain, as the case may be, is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially impede the consummation of the Merger, the Carveout Transaction or the other transactions contemplated by this Agreement or the Carveout Transaction Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless each of Parent and Merger Sub do does not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate respective certificates of incorporation incorporation, bylaws or by-laws comparable governing documents of Cingular Parent or Merger Sub; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any of their respective obligations under or the creation of a Lien on any of the assets of Cingular Parent or Merger Sub pursuant to any of its Subsidiaries pursuant to, any Contracts Contract binding upon Cingular Parent or Merger Sub, or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(c)(i), under any of its Subsidiaries or any Laws or governmental or non-governmental permit or license Law to which Cingular Parent or any of its Subsidiaries Merger Sub is subject; or (C) any change in the rights or obligations of any party under any of such ContractsContract binding upon Parent or Merger Sub, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially impede the consummation of the Merger, the Carveout Transaction or the other transactions contemplated by this Agreement or the Carveout Transaction Agreement.

Governmental Filings; No Violations; Etc. (a) Other than (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; , (Bii) compliance with applicable requirements under the HSR Act, (iii) the filing of the Registration Statements (as defined in Section 7.4(b)) in connection with the CVRs and, if required by Law, the qualification of the CVR Agreement under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), (iv) compliance with applicable requirements of the Exchange Act and the Exchange Act; (Cv) required to be made compliance with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) applicable rules and regulations of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterNasdaq, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the Transactions. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (Bii) with a grant of rights to any third party under any Specified Contract or creation of obligations for, the Company or any of its Subsidiaries under any Specified Contract in addition to those obligations of the Company or its Subsidiaries in effect on the date of this Agreement not otherwise terminable by the other party thereto without penalty upon 30 days’ notice, lapse of time or both (iii) a breach or violation of, a termination (or right of termination) or a default under, the acceleration of any obligations or the creation of a any Lien (other than Permitted Liens) on the any assets of Cingular Parent or any of its Merger Sub or their respective Subsidiaries pursuant toto any Contract of Parent, any Contracts binding upon Cingular Merger Sub or any of its their respective Subsidiaries or (iv) assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions) compliance with the matters referred to in Section 6.3(a) and Section 6.3(a) of the Parent Disclosure Letter, a violation under any Laws or governmental or non-governmental permit or license Law to which Cingular the Parent or any of its Merger Sub or their respective Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (Bii) or (Ciii) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would notis not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; 1.5, (B) under the HSR Act Act, and the Exchange Act; any other applicable antitrust, competition or similar Laws of any foreign jurisdiction, (C) required to be made the filing with the NYSE; SEC Offer Documents and Schedule 14D-9, (D) with or to under the FCC; Rules of the NYSE, and (E) with pursuant to any applicable foreign or to state securities or blue sky laws (collectively, clauses (A) through E), the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular or Cingular Wireless Parent and Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Parent and Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless and Merger Sub of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (ii) The Assuming compliance with the matters referenced in Section 3.2(c)(i) and receipt of the Parent Approvals, the execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby Transactions will not, not constitute or result in (A) a breach or violation of, or a default under, the certificate charter or bylaws or comparable governing documents of incorporation or by-laws of Cingular Parent or Merger Sub or the comparable governing instruments of any of Parent’s Subsidiaries (other than Merger Sub; ), (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations Contract or the creation of a any Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries Subsidiaries, or (C) a violation, or conflict with, of any Order or Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would notthat, individually or in the aggregate, would not be reasonably be expected likely to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) No Approval is required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Acquisition Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Acquisition Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Acquisition Sub of the Offer, the Merger and the other transactions contemplated hereby, except those that other than (i) any Approvals required (A) under applicable requirements of the Exchange Act (including filing of the Offer Documents), (B) under applicable requirements of NASDAQ, (C) under applicable Antitrust Laws or (D) by FINRA pursuant to NASD Rule 1017, (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and (iii) such other Approvals which the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Acquisition Sub do not, and the consummation by Cingular Parent and Merger Acquisition Sub of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Cingular Parent or Merger Acquisition Sub; , (Bii) assuming that the Approvals referred to in Section 5.3(a) are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of any Law to which Parent or Acquisition Sub is subject, or (iii) with or without notice, lapse of time or both both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, the payment of additional fees, the creation, change or acceleration of any rights or obligations under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or the creation of a Lien on any of the assets of Cingular Parent or Acquisition Sub, in each case, pursuant to any agreement, lease, license, contract, settlement, consent, note, mortgage, indenture, arrangement or other obligation or understanding binding upon Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such ContractsSubsidiaries, except, in the case of clause clauses (Bii) or and (Ciii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, be reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (B) , under the Exchange Act and the HSR Act and the Exchange Act; (C) required to be made with approvals of the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth Governmental Entities listed in Section 5.2(c)(i)(E5.2(c)(i) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Parent Disclosure Letter, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws (or other similar governing documents) of Cingular Parent or Merger Sub; Sub or the similar governing documents of any of its Subsidiaries, or (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or or, assuming compliance with the matters referred to in Section 5.2(c)(i), any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations approvals and/or notices (A) pursuant to Section 1.3; , (B) under the HSR Act and any other Antitrust Laws, (C) under the Exchange Act; Act and (CD) required to be made with the NYSE; NYSE (such approvals referred to in subsections (A) through (D) with or to of this Section 5.2(c)(i), the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries or (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than Except for the reports, filings, registrations, consents, approvals, permits, authorizations authorizations, notices and/or notices filings (Ai) pursuant to Section 1.3; , (Bii) under the HSR Securities Act and the Exchange Act; , (Ciii) required to be made with the New York Stock Exchange (the “NYSE; ”), (Div) with for or pursuant to the FCC; other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (Ev) with or to the State Commissions as set forth in Section 5.2(c)(i)(E4.4(a) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Parent Disclosure Letter, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any registrations, consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its SubsidiariesEntity, in connection with the execution and delivery of this Agreement by Cingular Parent or Merger Sub and the consummation by Cingular, Cingular Wireless and Parent or Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (iib) The None of the execution, delivery and or performance of this Agreement by CingularParent or Merger Sub, Cingular Wireless and Merger Sub do not, and the consummation by Cingular and Merger Sub Parent of the Merger or any other transaction contemplated by this Agreement, or Parent’s or Merger Sub’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), (i) subject to obtaining the Parent Stockholder Approval, conflict with or violate any provision of Parent’s or Merger Sub’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s or Merger Sub’s Subsidiaries; (ii) assuming that all consents, approvals, authorizations and the other transactions contemplated hereby will notpermits described in this Section 4.4 have been obtained and all filings and notifications described in this Section 4.4 have been made and any waiting periods thereunder have terminated or expired, constitute conflict with or violate any Law or Order applicable to Parent, Merger Sub, or any of their Subsidiaries or any of their respective properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in (A) a any breach of or violation ofany loss of any benefit under, or constitute a default under, the certificate of incorporation or by-laws of Cingular result in termination or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation of, a termination (or give to others any right of termination) , vesting, amendment, acceleration or a default undercancellation of, the acceleration of any obligations or result in the creation of a Lien on Lien, other than Permitted Liens, upon any of the respective properties or assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Contract, permit or other instrument or obligation to which Parent, Merger Sub or any of its their Subsidiaries is a party or any Laws or governmental or non-governmental permit or license to by which Cingular they or any of its Subsidiaries is subject; their respective properties or (C) any change in the rights assets may be bound or obligations of any party under any of such Contractsaffected, except, in the case of clause with respect to clauses (Bii) or and (C) aboveiii), for any breachsuch conflicts, violationviolations, terminationconsents, defaultapprovals, accelerationauthorizations, creation permits, breaches, losses, defaults, other occurrences or change that Liens which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (a) Other than: (i) Other than the approvals, filings and/or notices pursuant to Article 2 of the Agreement, including the Interim Order and any approvals required thereunder, the Final Order and filings with the Director under the BCBCA; (ii) the Required Regulatory Approvals; (iii) filings with the Securities Authorities or the CSE or OTCQX; or (iv) any other notices, reports, filings, registrationswaivers, consents, registrations, approvals, permits, permits or authorizations and/or notices the failure to make or obtain would not reasonably be expected individually or in the aggregate (A) pursuant to Section 1.3; prevent or significantly impede or materially delay the completion of the Arrangement and Transaction or (B) under to have a Material Adverse Effect on the HSR Act and the Exchange ActCompany; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub the Company from, any Governmental Entity by reason of the operation of the businesses of Cingular and its SubsidiariesEntity, in connection with the execution and delivery of this Agreement by Cingular and the consummation by Cingular, Cingular Wireless and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingularthe Company and the consummation of the Transaction, Cingular Wireless or in connection with the continuing operation of the business of the Company and Merger Sub do its Subsidiaries following the Effective Time. (b) The execution, delivery and (subject to obtaining the Required Regulatory Approvals, the approval of the Arrangement Resolution by the Company Shareholders, the Interim Order and the Final Order) performance of this Agreement by the Company does not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby Transaction will not, constitute or result in in, with or without notice, lapse of time or both: (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation the Company or by-laws of Cingular any of its Subsidiaries; (ii) a contravention, breach, violation or Merger Subdefault under any Law applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets; or (Biii) with or without notice, lapse of time or both a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien (other than any Permitted Lien and other than a Lien created in connection with any action taken by Purchaser or any of its Affiliates) on any of the assets or property of Cingular the Company or any of its Subsidiaries pursuant to, any Contracts Company Material Contract binding upon Cingular the Company or any of its Subsidiaries or or, assuming (solely with respect to performance of this Agreement and consummation of the Transaction) compliance with the matters referred to in Section (5), under any Laws or governmental or non-governmental permit or license Law to which Cingular the Company or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) abovethe foregoing, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not have a Material Adverse Effect on the Company or its Subsidiaries, or would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or significantly impede or materially delay the completion of the Arrangement or the Transaction.

Governmental Filings; No Violations; Etc. (ia) Other than Except for the reports, filings, registrations, consents, approvals, permits, authorizations authorizations, notices and/or notices filings (Ai) pursuant to Section 1.3; , (Bii) under the HSR Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act; ”), (Ciii) required to be made with the NYSE; NASDAQ Stock Market (D“NASDAQ”), (iv) with for or pursuant to the FCC; other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (Ev) with or to the State Commissions as set forth in Section 5.2(c)(i)(E3.4(a) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Company Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless the Company with, nor are any registrations, consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity by reason of the operation of the businesses of Cingular and its SubsidiariesEntity”), in connection with the execution and delivery of this Agreement by Cingular the Company and the consummation by Cingular, Cingular Wireless and Merger Sub the Company of the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Company Material Adverse Effect. (iib) The None of the execution, delivery and or performance of this Agreement by Cingularthe Company, Cingular Wireless and Merger Sub do not, and the consummation by Cingular and Merger Sub the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), (i) subject to obtaining the Company Stockholder Approval, conflict with or violate any provision of the Company’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of the Company’s Subsidiaries; (ii) assuming that all consents, approvals, authorizations and permits described in this Section 3.4 have been obtained and all filings and notifications described in this Section 3.4 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law or Order applicable to the other transactions contemplated hereby will notCompany or any of its Subsidiaries or any of their respective properties or assets; or (iii) require any consent or approval under, constitute or violate, conflict with, result in (A) a any breach of or violation ofany loss of any benefit under, or constitute a default under, the certificate of incorporation or by-laws of Cingular result in termination or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation of, a termination (or give to others any right of termination) , vesting, amendment, acceleration or a default undercancellation of, the acceleration of any obligations or result in the creation of a Lien on Lien, other than Permitted Liens, upon any of the respective properties or assets of Cingular the Company or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries or any Laws or governmental or non-governmental Contract, permit or license other instrument or obligation to which Cingular the Company or any of its Subsidiaries is subject; a party or (C) any change in the rights by which they or obligations of any party under any of such Contractstheir respective properties or assets may be bound or affected, except, in the case of clause with respect to clauses (Bii) or and (C) aboveiii), for any breachsuch conflicts, violationviolations, terminationconsents, defaultapprovals, accelerationauthorizations, creation permits, breaches, losses, defaults, other occurrences or change that Liens which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Company Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices Except for (A) pursuant to Section 1.3compliance with, and filings under, the HSR Act, as amended, and the rules and regulations thereunder; (B) under compliance with, and filings under, the HSR Exchange Act and the Exchange ActSecurities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement and the Schedule 13E-3; (C) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required to be made in connection with the NYSEtransactions contemplated hereby; (D) the filing of the Delaware Certificate of Merger and other appropriate merger documents required by the DGCL with or to the FCCSecretary of State of the State of Delaware; and (E) compliance with or to the State Commissions applicable requirements of the Nasdaq (the items set forth above in Section 5.2(c)(i)(Eclauses (A) of through (E), the Cingular Disclosure Letter; and (F) with or to those foreign “Parent Required Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterApprovals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by Cingular Parent or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular and the consummation by Cingular, Cingular Wireless Parent and Merger Sub or the consummation of the Merger and the other transactions contemplated herebyby this Agreement, except those other than such items that the failure to make or obtain obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless each of Parent and Merger Sub do does not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate respective certificates of incorporation incorporation, bylaws or by-laws comparable governing documents of Cingular Parent or Merger Subany of its Subsidiaries; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any of their respective obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, to any Contracts Contract binding upon Cingular Parent or any of its Subsidiaries or Subsidiaries, or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(c)(i), under any Laws or governmental or non-governmental permit or license Law to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon Parent or any of such Contractsits Subsidiaries, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (ia) Other than the filings, reports, filingsconsents, registrations, consents, approvals, permitsPermits, expirations of waiting periods, authorizations and/or notices (Ai) pursuant to Section 1.3; , (Bii) under the HSR Act Act, (iii) under the Communications Act, including the FCC Rules, (iv) under any applicable state Laws regulating telecommunications services or facilities, including any rules, regulations and the Exchange Act; (C) required to be made with the NYSE; (D) with order of any PUC or similar foreign Laws regulating telecommunications services or facilities, to the FCC; (E) with or to the State Commissions extent set forth in on Section 5.2(c)(i)(E4.5(a) of the Cingular Parent Disclosure Letter; , (v) under the rules and regulations of the NYSE, (vi) under the Exchange Act and (Fvii) with under any state securities or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“blue sky” laws, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits Permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and Merger, the other transactions contemplated herebyhereby and by the Voting Agreement, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement and the Voting Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and Merger, the other transactions contemplated hereby and by the Voting Agreement will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular or Parent and Merger Sub; , or (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien an Encumbrance on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts Contract binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (Cii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than Except for (i) compliance with, and filings under, the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3HSR Act; (Bii) under compliance with, and filings under, the HSR Exchange Act and the Exchange Securities Act, including the filing with the SEC of the Proxy Statement; (Ciii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required to be made in connection with the transactions contemplated hereby; (iv) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (v) the filing of a petition to, and the approval of, or a determination that no approval is required, of the NYPSC under the New York Public Service Law; (vi) the FCC Pre-Approvals; (vii) compliance with the applicable requirements of the NYSE; (Dviii) with or to the FCC; (E) with or to the State Commissions set forth such other items as disclosed in Section 5.2(c)(i)(E5.2(c) of the Cingular Parent Disclosure Letter; and (Fix) filings and notices required as a result of facts and circumstances solely attributable to the Company (the items set forth above in clauses (i) through (viii), the “Parent Required Governmental Approvals”), no Permit or Order or action of, registration, declaration or filing with or notice to those foreign any Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports Entity is necessary or other filings are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, made in connection with the execution and delivery of this Agreement by Cingular Parent and Merger Sub, the consummation performance by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make their respective obligations hereunder or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby by Parent and Merger Sub, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not be reasonably likely to prevent or materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the consummation of the transactions contemplated hereby will not, constitute or result in a Violation pursuant to any provisions of (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Cingular Parent or Merger Sub; , (Bii) with the certificate of incorporation, bylaws or without notice, lapse of time or both a breach or violation of, a termination (or right of termination) or a default under, the acceleration similar governing documents of any obligations or Subsidiary of Parent, (iii) subject to obtaining the creation of a Lien on the assets of Cingular or any of its Subsidiaries pursuant toParent Required Governmental Approvals, any Contracts binding upon Cingular Order, Permit or Law applicable to Parent or any of its Subsidiaries or any Laws of their respective properties or governmental assets, or non(iv) subject to obtaining the third-governmental permit or license party consents set forth in Section 5.2(c)(ii) of the Parent Disclosure Letter, any Contract to which Cingular Parent or any of its Subsidiaries is subject; a party or (C) any change in the rights by which they or obligations of any party under any of such Contractstheir respective properties or assets may be bound, except, except in the case of clause clauses (Bii), (iii) or (Civ) above, for any breach, violation, termination, default, acceleration, creation or change that would notsuch Violation which, individually or in the aggregate, would not be reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the approvals, notices, reports, filings, registrations, consents, approvals, permits, authorizations submissions or filings under the insurance Laws of the jurisdictions in which the Company and its Subsidiaries are organized or transact the business of insurance and the filings and/or notices (A) pursuant to Section 1.3; (B) , under the HSR Act and any other applicable merger control laws and the Exchange Act; (C) required to be made filing of the Merger Certificate with the NYSE; (D) with or to the FCC; (E) with or to Secretary of State of the State Commissions set forth in Section 5.2(c)(i)(E) of Delaware (collectively, the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports reports, submissions or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have prevent, materially delay or materially impair the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger and the other transactions contemplated hereby (a Cingular “Parent Material Adverse Effect”). (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws or comparable governing documents of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license or (C) assuming compliance with the matters referred to in Section 5.2(c)(i), a violation of any Law to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices Except for (A) pursuant to Section 1.3compliance with, and filings under, the HSR Act, as amended, and the rules and regulations thereunder; (B) under compliance with, and filings under, the HSR Exchange Act and the Exchange ActSecurities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement; (C) the filing of the Articles of Merger and other appropriate merger documents required to be made by the PBCL with the NYSE; Department of State of the Commonwealth of Pennsylvania, (D) compliance with or to the FCC; applicable requirements of the NYSE and (E) with or to the State Commissions set forth in such other items as disclosed on Section 5.2(c)(i)(E5.1(c)(i) of the Cingular Parent Disclosure Letter; and Letter (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses the items set forth above in Section 5.2(c)(i)(Fclauses (A) of through (E), the Cingular Disclosure Letter“Parent Required Governmental Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular and the consummation by Cingular, Cingular Wireless Parent and Merger Sub or the consummation of the Merger and the other transactions contemplated herebyTransactions, except those other than such items that the failure to make or obtain would obtain, as the case may be, is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially impede the consummation of the Merger or the other Transactions. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless each of Parent and Merger Sub do does not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate respective articles of incorporation incorporation, bylaws or by-laws comparable governing documents of Cingular Parent or Merger Sub; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any of their respective obligations under or the creation of a Lien on any of the assets of Cingular Parent or Merger Sub pursuant to any of its Subsidiaries pursuant to, any Contracts Contract binding upon Cingular Parent or Merger Sub, or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions) compliance with the matters referred to in Section 5.2(c)(i), under any of its Subsidiaries or any Laws or governmental or non-governmental permit or license Law to which Cingular Parent or any of its Subsidiaries Merger Sub is subject; or (C) any change in the rights or obligations of any party under any of such ContractsContract binding upon Parent or Merger Sub, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially impede the consummation of the Merger or the other Transactions.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) No Approval is required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that other than (i) any Approvals required (A) under the HSR Act, (B) under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including filing of the Proxy Statement), (C) under applicable requirements of NASDAQ or (D) under applicable Antitrust Laws, (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and (iii) such other Approvals which the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation incorporation, or by-laws of Cingular Parent or Merger Sub; , (Bii) assuming that the Approvals referred to in Section 5.3(a) are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of any Law to which Parent or Merger Sub is subject or (iii) with or without notice, lapse of time or both both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, the payment of additional fees, the creation, change or acceleration of any rights or obligations under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or the creation of a Lien on any of the assets of Cingular Parent or Merger Sub, in each case, pursuant to any agreement, lease, license, contract, settlement, consent, note, mortgage, indenture, arrangement or other obligation or understanding binding upon Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such ContractsSubsidiaries, except, in the case of clause clauses (Bii) or and (Ciii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, be reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (a) Except for (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) filings under the HSR Act, if required, (ii) compliance with, and filings under, the Exchange Act and the Exchange Securities Act; (C) required to be made , including the filing with the NYSE; SEC of the Schedule 13E-3 and the Proxy Statement, (Diii) compliance with or to state securities, takeover and “blue sky” Laws and the FCC; filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (Eiv) the filing of the Certificate of Merger with or to the Secretary of State of the State Commissions set forth in Section 5.2(c)(i)(Eof Delaware and (v) compliance with the applicable requirements of the Cingular Disclosure Letter; NASDAQ, (vi) notices, reports or other filings as may be required by the DPA and the rules and regulations thereunder or any other legal requirement applicable to obtaining the CFIUS Clearance, and (Fvii) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterOther Approvals, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by Cingular Parent or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular and the consummation by Cingular, Cingular Wireless Parent and Merger Sub or the consummation of the Merger and the other transactions contemplated herebyby this Agreement, except those other than such items that the failure to make or obtain obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless each of Parent and Merger Sub do does not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate respective Organizational Documents of incorporation or by-laws of Cingular Parent or Merger Sub; , or (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any of their respective obligations under or the creation of a Lien (other than any Permitted Lien) on any of the assets of Cingular Parent or Merger Sub pursuant to any of its Subsidiaries pursuant to, any Contracts Contract binding upon Cingular Parent or Merger Sub, or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 6.3(a), under any of its Subsidiaries or any Laws or governmental or non-governmental permit or license Law to which Cingular Parent or any of its Subsidiaries Merger Sub is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (Cii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (ia) Other Assuming the accuracy of the representations and warranties set forth in Section 4.9(b), other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) the filings and/or notices pursuant to Section 1.3; , (B) the filing of a premerger notification and report form under the HSR Act and the Exchange termination of the waiting period required under the HSR Act; , (C) required to be made compliance with the NYSE; applicable requirements of the Exchange Act, (D) compliance with any applicable international, federal, state or to the FCC; provincial securities or “blue sky” Laws, (E) with or to the State Commissions set forth in filings, notices and/or approvals identified on Section 5.2(c)(i)(E5.3(a) of the Cingular Parent Disclosure Letter; , and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) the filing of the Cingular Disclosure LetterJoint Notice with CFIUS (the “Parent Approvals”), no notices, reports or other filings are required required, or, in the case of the Joint Notice, advisable, to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent or Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement to which it is a party, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have result in a Cingular Parent Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement to which any of them is a party will not, constitute or result in (A) a breach or violation of, or a default under, the certificate Fundamental Documents of incorporation Parent, Merger Sub or by-laws any of Cingular or Merger Sub; the Subsidiaries of Parent, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license License to which Cingular Parent or any of its Subsidiaries is subject; , or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have result in a Cingular Parent Material Adverse Effect. (c) Parent has delivered to the Company substantially complete drafts of the forms of the applications for approval of its acquisition of control of the Company and its Subsidiaries that will be filed with the New York State Department of Financial Services (the New York “Form A” filing), the Delaware Department of Insurance (the Delaware “Form A” filing), the Australian Prudential Regulatory Authority and the Office of the Superintendent of Financial Institutions in Canada (these applications, the “Approval Applications”) except, in each case, that the following information to be included in the Approval Applications need not have been delivered to the Company: (i) information to be provided to Parent by the Company for inclusion in such applications, or information to be derived therefrom, to the extent the Company has not provided such information within a reasonable time prior to the date hereof; (ii) Personally Identifiable Information to be included in such Approval Applications; (iii) the NAIC biographical affidavits that are expected to be submitted to Governmental Entities in connection with the transactions contemplated hereby (the “Biographical Affidavits”) and (iv) any information expressly indicated in such drafts, or otherwise agreed by the Company and Parent, as intended to be provided to Governmental Entities by supplement or amendment following the date of the initial filing or submission. Parent has made available at the office of Parent’s counsel for inspection by the Company’s counsel, copies of drafts of all Biographical Affidavits. The information set forth in the forms of the Approval Applications is, as of the date hereof, and the information set forth in the Approval Applications will be, at the time that such Approval Applications are filed with or submitted to the applicable Governmental Entities, true to the best of the knowledge, information and belief of the applicants listed in such Approval Applications; provided, that Parent makes no representation or warranty in this Section 5.3(c) with respect to the information set forth in the Approval Applications with respect to the Company and its Subsidiaries that was provided to Parent by the Company for inclusion in the Approval Applications.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; , (B) under the HSR Act Act, any other applicable antitrust laws and the Exchange Act; any other antirust, competition or similar Laws of any foreign jurisdiction, (C) required to be made the filing with the NYSE; SEC of the preliminary proxy statement and the Proxy Statement and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act, and in which the Proxy Statement will be included as a prospectus and the declaration of effectiveness of the Form S-4, (D) with or to under the FCC; Rules of the New York Stock Exchange and (E) with pursuant to any applicable foreign or to state securities or blue sky laws (collectively, clauses (A) through E), the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular or Cingular Wireless Parent and Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Parent and Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless and Merger Sub of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse EffectChange. (ii) The Assuming compliance with the matters referenced in Section 3.2(d)(i) and receipt of the Parent Approvals, the execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby Transactions will not, not constitute or result in (A) a breach or violation of, or a default under, the certificate charter or bylaws or comparable governing documents of incorporation or by-laws of Cingular Parent or Merger Sub or the comparable governing instruments of any of Parent’s Significant Subsidiaries (other than Merger Sub; ), (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations Contract or the creation of a any Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or, (C) a violation, or conflict with, of any Order or Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would notthat, individually or in the aggregate, would not be reasonably be expected likely to have a Cingular Parent Material Adverse EffectChange.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) No Approval is required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that other than (i) any Approvals required (A) under the HSR Act, (B) under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including filing of the Proxy Statement), (C) under applicable requirements of NYSE or (D) under applicable Antitrust Laws, (ii) the filing with the Secretary of State of the State of North Carolina of the Articles of Merger as required by the NCBCA and (iii) such other Approvals which the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate or articles of incorporation incorporation, or by-laws bylaws of Cingular Parent or Merger Sub; , (Bii) assuming that the Approvals referred to in Section 5.3(a) are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of any Law to which Parent or Merger Sub is subject, or (iii) with or without notice, lapse of time or both both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, the payment of additional fees, the creation, change or acceleration of any rights or obligations under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or the creation of a Lien on any of the assets of Cingular Parent or Merger Sub, in each case, pursuant to any agreement, lease, license, contract, settlement, consent, note, mortgage, indenture, arrangement or other obligation or understanding binding upon Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such ContractsSubsidiaries, except, in the case of clause clauses (Bii) or and (Ciii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, be reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, No consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with of, or to the FCC; (E) with waivers by, or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports reports, filings or other filings registrations with, any Governmental Authority are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, Parent in connection with the execution execution, delivery and delivery of this Agreement performance by Cingular and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of this Agreement or to consummate the Merger, the Bank Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain would not, individually or in connection with the aggregatecontinuing operation of the business of the Company and its Subsidiaries following the Effective Time except for (A) filings of applications or notices with, reasonably and approvals or waivers by, the Federal Reserve Board and the CDBO, as may be expected required, (B) the filing of the Certificate of Merger with the Texas Secretary as described in Section 2.3 herein and if Parent elects to have a Cingular Material Adverse Effectmerge the Company with and into Parent, such filings as are required with the Texas Secretary and the Delaware Secretary of State with respect thereto, (C) the filing of the Bank Agreement of Merger with the California Secretary as described in Section 6.12 herein and (D) the filing of any required applications, filings or notices with any state banking authorities listed on Section 5.2(c)(i) of the Parent Disclosure Letter and approval of such applications, filings and notices. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do does not, and the consummation by Cingular and Merger Sub of the Merger, the Bank Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; the comparable governing documents of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant toto any agreement, any Contracts lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Parent Contract”) binding upon Cingular Parent or any of its Subsidiaries or or, assuming (solely with respect to performance of this Agreement and consummation of the Merger, the Bank Merger and the other transactions contemplated hereby), compliance with the matters referred to in Section 5.1(c)(i) under any Laws or governmental or non-governmental permit or license Law to which Cingular Parent or any of its Subsidiaries is subject; , or (C) any change in the rights or obligations of any party under any Parent Contract binding upon Parent or any of such Contractsits Subsidiaries, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices Except for (A) pursuant to Section 1.3; the filing with the Secretary of State of the State of Delaware of the Delaware Certificate of Merger as required by the DGCL, (B) under the applicable requirements of the HSR Act and the Exchange Act; rules and regulations promulgated thereunder, (C) required to be made the filing with the NYSE; European Commission of a merger notification under the ECMR, (D) with or the applicable requirements of the competent authority of any member state of the European Union to which any of the FCC; transactions contemplated by this Agreement is referred pursuant to Article 9 of the ECMR, (E) with the applicable requirements of any antitrust, competition or to other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; United States and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) the applicable requirements of state environmental transfer statutes required as a result of the Cingular Disclosure Letterproperties owned or leased by the Company and its Subsidiaries, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation incorporation, bylaws or by-laws comparable governing documents of Cingular Parent or Merger Sub; any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets assets, of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or its or any of their respective properties are bound; or (C) a violation of any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) No Approval is required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular JAB or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular JAB and Merger Sub and the consummation by Cingular, Cingular Wireless JAB and Merger Sub of the Merger and the other transactions contemplated hereby, except those that other than (i) any Approvals required (A) under the HSR Act, (B) under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including filing of the Proxy Statement) or (C) under applicable requirements of NASDAQ and (ii) such other Approvals which the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of JAB and Merger Sub to consummate the transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless JAB and Merger Sub do not, and the consummation by Cingular JAB and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Cingular JAB or Merger Sub; , (Bii) assuming that the Approvals referred to in Section 5.3(a) are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of any Law to which JAB or Merger Sub is subject, (iii) with or without notice, lapse of time or both both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, the payment of additional fees, the creation, change or acceleration of any rights or obligations under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or the creation of a Lien on any of the assets of Cingular the JAB or Merger Sub, in each case, pursuant to any agreement, lease, license, contract, settlement, consent, note, mortgage, indenture, arrangement or other obligation or understanding binding upon JAB or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such ContractsSubsidiaries, except, in the case of clause clauses (Bii) or and (Ciii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, be reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of JAB and Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) filings required under the HSR Act and the Exchange Competition Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular or Merger Sub Buyer from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement and the Ancillary Documents by Cingular Buyer and the consummation by Cingular, Cingular Wireless and Merger Sub Buyer of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement (assuming that with respect to Investment Canada Act, the representations and warranties made by the Company in Section 4.22 are true and correct). (iib) The execution, delivery and performance of this Agreement and the Ancillary Documents by Cingular, Cingular Wireless and Merger Sub Buyer do not, and the consummation by Cingular and Merger Sub Buyer of the Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-by laws of Cingular or Merger Sub; Buyer, (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien an Encumbrance on any of the assets of Cingular or any of its Subsidiaries Buyer pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; Buyer, or (Ciii) any change in the rights or obligations of any party under any of such ContractsContract, except, in the case of clause (Bii) or (Ciii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement and the Ancillary Documents.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices authorizations, consents and approvals as may be required under, and other applicable requirements of, (A) pursuant to Section 1.3; the DGCL, (B) under the HSR Act and the Exchange Act; state securities laws, (C) required to be made with the NYSE; HSR Act, the Competition Act (Canada), Colombian competition approval and other mandatory foreign and supranational antitrust premerger notification or approval requirements, (D) with or to the FCC; Investment Canada Act, Exon-Fxxxxx provisions of the Omnibus Trade and Competitiveness Act of 1988, as amended (“Exon-Fxxxxx”) and (E) with as may be required or customarily filed pursuant to any state environmental transfer statutes (the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien any Encumbrance, charge, pledge, security interest or claim on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than Except for (i) compliance with, and filings under, the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3HSR Act; (Bii) under the HSR Act compliance with, and filings under, the Exchange Act, including the filing of the Schedule TO; (Ciii) the filing of the Certificate of Merger and other appropriate merger documents required to be made by the DGCL with the NYSESecretary of State of the State of Delaware; (Div) compliance with or to the FCCrules and regulations of Nasdaq; and (Ev) with or to the State Commissions set forth such other items as disclosed in Section 5.2(c)(i)(E5.2(c)(v) of the Cingular Parent Disclosure Letter; and Letter (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses the items set forth above in Section 5.2(c)(i)(Fclauses (i) of through (v), the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Merger Sub, Parent or Cingular Wireless any other affiliate of Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Merger Sub, Parent or Merger Sub any other affiliate of Parent from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would notnot be reasonably likely to prevent or materially delay the ability of Parent or Merger Sub to consummate the Offer, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse EffectMerger and the other transactions contemplated hereby. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, be reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Offer, the Merger and the other transactions contemplated hereby.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) the filings and/or notices pursuant to Section 1.3; , (B) under the HSR Act filing of the applications and notices with applicable Insurance Authorities and the Exchange Act; approval of such applications or the grant of required licenses by such authorities or the expiration of any applicable waiting periods thereunder (the "Parent Approvals"), (C) required to be made the filing with the NYSE; SEC of the Proxy Statement (as defined in Section 6.3), and (D) the filing with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) SEC of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Lettera Schedule 13E-3, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or under any Laws Law or governmental or non-governmental permit permit, license, registration, authorization or license approval to which Cingular Parent or any of its Subsidiaries is subject; , or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices pursuant to (A) pursuant to Section 1.3; , (B) under the HSR Act and the Exchange Act; any other antitrust, competition or premerger notification, trade regulation Law, regulation or Order and (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letterother Company Approvals, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, clearances, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation incorporation, or by-laws bylaws or comparable governing documents of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or or, assuming compliance with the matters referred to in Section 5.2(d)(i), any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) the filing of a Notification and Report Form by Parent pursuant to Section 1.3; (B) under the HSR Act and the Exchange Acttermination or expiration of the waiting period required thereunder; (B) such filings as may be necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws; (C) filings required to be made with by the NYSEapplicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” Laws; and (D) the filing of the Delaware Certificate of Merger with or to the FCC; (E) with or to Secretary of State of the State Commissions set forth of Delaware, and assuming the accuracy of the representations and warranties of the Company in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter5.1(d), no notices, reports reports, declarations, submissions or other filings are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations Consents required to be obtained by Cingular or Merger Sub from, from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub, the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would notobtain, individually or in the aggregate, would not reasonably be expected to have a Cingular Parent Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby Transactions will notnot (with or without notice or lapse of time, or both), constitute or result in (A) a breach or violation of, or a default under, or conflict with the certificate of incorporation or by-laws bylaws of Cingular Parent or Merger Sub; (B) with or without notice, notice or lapse of time time, or both both, a breach or violation of, a termination (or right of termination) ), modification, cancellation, creation or acceleration of any obligation, loss of a benefit under, default under, the acceleration of any obligations or the creation of a Lien Lien, other than a Permitted Lien, on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, to any Contracts binding upon Cingular Contract or License to which Parent or Merger Sub or any of its their respective Subsidiaries is a party or any Laws or governmental or non-governmental permit or license to by which Cingular they or any of its Subsidiaries is subjecttheir respective properties or assets may be bound or affected; or (C) any change assuming compliance with the matters referred to in the rights Section 5.2(d)(i), a violation or obligations of any party conflict under any Law to which Parent or Merger Sub or any of such Contractstheir respective Subsidiaries, or any of their respective properties or assets, is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, defaultmodification, cancellation, creation, acceleration, creation loss or change that would notdefault that, individually or in the aggregate, would not reasonably be expected to have a Cingular Parent Material Adverse Effect. (iii) None of Parent, Merger Sub or any of their respective intermediate or ultimate corporate parents (as such terms are defined in 31 C.F.R. 800.219) are (A) foreign persons (as defined in 31 C.F.R. 800.216); or (B) foreign entities (as defined in 31 C.F.R. 800.212).

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrationsnotices, consentswaiting periods or approvals required by (i) Section 4.4 of this Agreement, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under including the HSR Act Interim Order and any approvals required thereunder and the Exchange Act; Final Order, (Cii) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure LetterRequired Regulatory Approvals; and (Fiii) with or to those foreign Governmental Entities regulating competition the CSE and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterOTCQX rules and regulations, no noticesconsent, reports approval, Order, license, Permit or other filings are required to be made by Cingular authorization of, or Cingular Wireless registration, declaration, notice or filing with, nor are any consents, registrations, approvals, permits Governmental Entity is necessary or authorizations required to be obtained or made by Cingular or Merger Sub from, with respect to EHT or any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, EHT Subsidiaries in connection with the execution and delivery of this Agreement, the performance by EHT of its obligations under this Agreement by Cingular and the consummation by Cingular, Cingular Wireless and Merger Sub EHT of the Merger Arrangement and the other transactions contemplated hereby, except those that the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular an EHT Material Adverse Effect. (iib) The execution, execution and delivery and performance of this Agreement by Cingular, Cingular Wireless and Merger Sub do EHT does not, and the consummation by Cingular and Merger Sub of the Merger Arrangement and the other transactions contemplated hereby will notnot (with or without notice or lapse of time or both), constitute (i) violate or conflict with any provision of EHT’s Organizational Documents, (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section (5)(a) and obtaining the EHT Shareholder Approval, violate or conflict with any Laws or any Order applicable to EHT or any of the EHT 328972.00001/116443569.20 Subsidiaries or any of their respective assets or properties, (iii) subject to obtaining the third-party consents and approvals set forth in Section (5)(b) of the EHT Disclosure Letter, in each case, prior to or at the Closing, violate, conflict with, or result in (A) a breach or violation of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the certificate of incorporation or by-laws of Cingular or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation termination of, or accelerate the performance required by, or result in a termination (or right of termination) , cancellation, guaranteed payment or a default under, the acceleration of any obligations obligation or the loss of a benefit under, or result in the creation of a any Lien on upon any of the assets of Cingular EHT or any of the EHT Subsidiaries pursuant to any provisions of any mortgage, indenture, deed of trust, Permit, concession, lease, instrument, obligation or other Contract of any kind to which EHT or any of the EHT Subsidiaries is now a party or by which it or any of its Subsidiaries pursuant toassets may be bound, or (iv) result in the creation of any Contracts binding Lien upon Cingular any of the properties or assets of EHT or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such ContractsEHT Subsidiaries, except, except in the case of clause the foregoing clauses (Bii), (iii) or and (Civ) above, for any breach, violation, conflict, termination, default, acceleration, creation creation, change, conflict or change Lien that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular an EHT Material Adverse Effect.

Governmental Filings; No Violations; Etc. (ia) Other than the filings, reports, filingsconsents, registrations, consents, approvals, permitsPermits, expirations of waiting periods, authorizations and/or notices (Ai) pursuant to Section 1.3; , (Bii) under the HSR Act Act, (iii) under the Communications Act, including the FCC Rules, (iv) under any applicable state Laws regulating telecommunications services or facilities, including any rules, regulations and the Exchange Act; (C) required to be made with the NYSE; (D) with order of any PUC or similar foreign Laws regulating telecommunications services or facilities, to the FCC; (E) with or to the State Commissions extent set forth in on Section 5.2(c)(i)(E4.5(a) of the Cingular Parent Disclosure Letter; , (v) under the rules and regulations of the NYSE or NASDAQ, (vi) under the Exchange Act and (Fvii) with under any state securities or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“blue sky” laws, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits Permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and Merger, the other transactions contemplated herebyhereby and by the Voting Agreement, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement and the Voting Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and Merger, the other transactions contemplated hereby and by the Voting Agreement will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular or Parent and Merger Sub; , or (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien an Encumbrance on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts Contract binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (Cii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices Except for (A) pursuant to Section 1.3compliance with, and filings under, the HSR Act; (B) under compliance with, and filings under, the HSR Exchange Act and the Exchange ActSecurities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement and statements on Schedule 13D and other filings related to beneficial ownership; (C) required to be made with compliance with, and filings under, the NYSEapplicable requirements of Antitrust Law, competition Law or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the United States; (D) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with or to the FCC; Secretary of State of the State of Delaware and (E) compliance with or to the State Commissions applicable requirements of the NYSE (the items set forth above in Section 5.2(c)(i)(Eclauses (A) of through (E), the Cingular Disclosure Letter; and (F) with or to those foreign “Parent Required Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterApprovals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular and the consummation by Cingular, Cingular Wireless Parent and Merger Sub or the consummation of the Merger and the other transactions contemplated herebyTransactions, except those other than such items that the failure to make or obtain would obtain, as the case may be, is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the consummation of the Merger or the other Transactions. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless each of Parent and Merger Sub do does not, and the consummation by Cingular and Merger Sub of the Merger and the other transactions contemplated hereby Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the respective certificate of incorporation incorporation, bylaws or by-laws comparable governing documents of Cingular Parent or Merger Sub; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any of their respective obligations under or the creation of a Lien on any of the assets of Cingular Parent or Merger Sub pursuant to any of its Subsidiaries pursuant to, any Contracts Contract binding upon Cingular Parent or Merger Sub, or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions) compliance with the matters referred to in Section 4.3(a), under any of its Subsidiaries or any Laws or governmental or non-governmental permit or license Law to which Cingular Parent or any of its Subsidiaries Merger Sub is subject; or (C) any change in the rights or obligations of any party under any of such ContractsContract binding upon Parent or Merger Sub, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the consummation of the Merger or the other Transactions.

Governmental Filings; No Violations; Etc. (i) Other than the reportsVermont Insurance Approval, filingsthe FERC Approval, registrationsthe PUCT Approval, consentsthe FCC Approval, approvals, permits, authorizations and filings in respect thereof and the filings and/or notices (A) pursuant to Section 1.3; 1.5, (B) required as a result of facts or circumstances solely attributable to the Company or its Subsidiaries, a direct or indirect change of control thereof, or the operation of their businesses, and (C) under the HSR Act and the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions other than those items set forth in Section 5.2(c)(i)(Eclauses (A) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of B), all such approvals being collectively the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, the Bankruptcy Court or any other Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger Closing Date Transactions and the other transactions contemplated herebyby this Agreement, except those that the failure of which to make or obtain has not had and would notnot have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do does not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation incorporation, certificate of formation or by-laws bylaws or comparable governing documents of Cingular Parent or Merger Sub; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts; or (D) assuming compliance with the matters referred to in Section 5.2(d)(i), a violation of any Law to which Parent or any of its Subsidiaries is subject, except, in the case of clause (B), (C) or (CD) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that has not had and would notnot have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) under the HSR Act and the Exchange Act; (C) No Approval is required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter, no notices, reports or other filings are required to be made by Cingular or Cingular Wireless with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, Purchaser from any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Purchaser and the consummation by CingularParent and Purchaser of the Offer, Cingular Wireless and Merger Sub of the Merger and the other transactions contemplated hereby, except those that other than (i) any Approvals required (A) under the HSR Act, (B) under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including filing of the Schedule 14D-9 and the Proxy/Information Statement), (C) as may be required under Chapter 80B of the MBCA, (D) under applicable requirements of NASDAQ or (E) under applicable Antitrust Laws, (ii) the filing with the Secretary of State of the State of Minnesota of the Articles of Merger as required by the MBCA and (iii) such other Approvals which the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of Parent and Purchaser to consummate the transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub Purchaser do not, and the consummation by Cingular Parent and Merger Sub Purchaser of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Cingular Parent or Merger Sub; Purchaser, (Bii) assuming that the Approvals referred to in Section 5.3(a) are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of any Law to which Parent or Purchaser is subject, or (iii) with or without notice, lapse of time or both both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, the payment of additional fees, the creation, change or acceleration of any rights or obligations under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or the creation of a Lien on any of the assets of Cingular the Parent or Purchaser, in each case, pursuant to any agreement, lease, license, contract, settlement, consent, note, mortgage, indenture, arrangement or other obligation or understanding binding upon Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such ContractsSubsidiaries, except, in the case of clause clauses (Bii) or and (Ciii) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, be reasonably be expected likely to have a Cingular Material Adverse Effectprohibit the ability of Parent and Purchaser to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (B) 1.3 and under the HSR Act Act, the ECMR and any other applicable merger control laws (the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws or comparable governing documents of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; subject or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices Except for (A) pursuant to Section 1.3; the filing with the Secretary of State of the State of Delaware of the Delaware Certificate of Merger as required by the DGCL, and (B) under the HSR Act and applicable requirements of any antitrust, competition or other similar Laws of jurisdictions other than the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure LetterUnited States, if any, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation incorporation, bylaws or by-laws comparable governing documents of Cingular Parent or Merger Sub; any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets assets, of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or its or any of their respective properties are bound; or (C) a violation of any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, accelerationcreation, creation acceleration or change that would is not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrationsregulations, consents, approvals, permits, authorizations authorizations, filings and/or notices (Ai) pursuant to Section 1.3; , (Bii) under the HSR Act, the Securities Act and the Exchange Act; , (Ciii) required to be made with the NYSE; NASDAQ, (Div) with for or pursuant to the FCC; other applicable foreign securities Law approvals, state securities, takeover and “blue sky” laws and (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letterantitrust Laws, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its SubsidiariesEntity, in connection with the execution and delivery of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially delay the performance by Parent or Merger Sub of any of its material obligations under this Agreement. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Cingular or Parent and Merger Sub; , (Bii) with or without notice, notice or lapse of time or both both, a breach or violation of, or a termination (or right of termination) ), acceleration or a default under, the acceleration of any obligations or the creation of a Lien on the assets of Cingular or any of its Subsidiaries pursuant to, any Contracts material Contract binding upon Cingular or any of its Subsidiaries Parent or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries Parent is subject; subject or (Ciii) any change in the rights or obligations of any party under any of such ContractsContract, except, in the case of clause clauses (Bii) or (Ciii) above, for any breach, violation, termination, default, acceleration, creation or change that would notthat, individually or in the aggregate, is not reasonably be expected likely to have a Cingular Material Adverse Effectprevent or materially delay the performance by Parent or Merger Sub of any of its material obligations under this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices Except for (A) pursuant the applicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to Section 1.3; the Stockholders Meeting, (B) under the applicable requirements of the HSR Act Act, and the Exchange Act; rules and regulations promulgated thereunder, and (C) required to be made the filing with the NYSE; (D) with or to the FCC; (E) with or to Secretary of State of the State Commissions set forth in Section 5.2(c)(i)(E) of Delaware of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) Delaware Certificate of the Cingular Disclosure LetterMerger, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain as would not, individually or in the aggregate, reasonably be expected prevent or materially impair or materially delay the ability of Parent or Merger Sub to have a Cingular Material Adverse Effectconsummate the Offer, the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby by this Agreement by Parent and Merger Sub will not, not constitute or result in (A) a breach or violation of, or a default under, of the certificate of incorporation or by-laws of Cingular Parent or Merger Sub; , (B) with or without notice, lapse of time or both a breach or violation of, a termination (or of, a right of termination) termination or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries Merger Sub pursuant to, any Contracts binding upon Cingular to which Parent or Merger Sub is a party or by which any of its Subsidiaries their respective properties or any Laws or governmental or non-governmental permit or license to which Cingular or any of its Subsidiaries is subject; assets are bound, or (C) any change assuming compliance with the matters referred to in the rights or obligations Section 5.2(c)(i), a violation of any party under any of such ContractsLaws to which Parent or Merger Sub is subject, except, in the case of clause (B) or (C) aboveof this Section 5.1(c)(ii), for any breach, violation, termination, default, acceleration, creation or change that as would not, individually or in the aggregate, reasonably be expected prevent or materially impair or materially delay the ability of Parent or Merger Sub to have a Cingular Material Adverse Effectconsummate the Offer, the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; , (B) under the HSR Exchange Act and the Exchange Act; (C) that have been properly made prior to, and remain effective (to the extent such effectiveness is required to be made with consummate the NYSE; transactions contemplated hereby) as of, June 7, 2007 (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub Sub, except under the Indiana Takeover Offers Act, from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws or comparable governing documents of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; subject or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer, the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (B) , and under the HSR Act and (the Exchange Act; (C) required to be made with the NYSE; (D) with or to the FCC; (E) with or to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letter“Parent Approvals”), no notices, reports or other filings are required to be made by Cingular or Cingular Wireless Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Cingular Parent or the articles of organization or by-laws of Merger Sub; (B) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, accelerationcreation, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Cingular Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Other than Except for the reports, filings, registrations, consents, approvals, permits, authorizations authorizations, notices and/or notices filings (Ai) pursuant to Section 1.3; 1.3 of this Agreement, (Bii) under the HSR Act and Act, the Securities Act, the Exchange Act; , the EC Merger Regulation and the China Anti-Monopoly Law, (Ciii) required to be made with the NYSE; , (Div) with for or pursuant to the FCC; other applicable foreign securities Law approvals, state securities, takeover and "blue sky" laws, (Ev) with or required to the State Commissions set forth in Section 5.2(c)(i)(E) of the Cingular Disclosure Letter; and (F) be made with or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(Fantitrust Laws, (vi) required to be made under any Environmental Law and (vii) pursuant to the rules and regulations of the Cingular Disclosure LetterFDA and similar foreign Governmental Entities, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any registrations, consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its SubsidiariesEntity, in connection with the execution and delivery of this Agreement by Cingular Parent or Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect. (iib) The None of the execution, delivery and or performance of this Agreement by CingularParent or Merger Sub, Cingular Wireless and Merger Sub do not, and the consummation by Cingular the Company and Merger Sub of the Merger or any other transaction contemplated by this Agreement, or Parent's or Merger Sub's compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both): (i) conflict with or violate any provision of Parent's or Merger Sub's certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent's or Merger Sub's Subsidiaries; (ii) assuming that all consents, approvals, authorizations and the other transactions contemplated hereby will notpermits described in this Section 4.4 have been obtained and all filings and notifications described in this Section 4.4 have been made and any waiting periods thereunder have terminated or expired, constitute conflict with or violate any Law or Order applicable to Parent, Merger Sub, or their Subsidiaries, or any of their respective properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in (A) a any breach of or violation ofany loss of benefit under, or constitute a default under, the certificate of incorporation or by-laws of Cingular result in termination or Merger Sub; (B) with or without notice, lapse of time or both a breach or violation of, a termination (or give to others any right of termination) , vesting, amendment, acceleration or a default undercancellation of, the acceleration of any obligations or result in the creation of a Lien on Lien, other than Permitted Liens, upon any of the respective properties or assets of Cingular Parent or any of its Significant Subsidiaries pursuant to, any Contracts binding upon Cingular Contract, permit or other instrument or obligation to which Parent, Merger Sub or any of its their Subsidiaries is a party or any Laws or governmental or non-governmental permit or license to by which Cingular they or any of its Subsidiaries is subject; their respective properties or (C) any change in the rights assets may be bound or obligations of any party under any of such Contractsaffected, except, in the case of clause with respect to clauses (Bii) or and (C) aboveiii), for any breachsuch conflicts, violationviolations, terminationconsents, defaultapprovals, accelerationauthorizations, creation permits, breaches, defaults, losses, other occurrences or change that Liens which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cingular Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (ia) Other than the reports, filings, registrations, consents, approvals, permits, authorizations filings and/or notices (A) pursuant to Section 1.3; (Bi) under the HSR Act and the Exchange Act; , (Cii) required to be made with the NYSE; HSR Act, (Diii) with or to the FCC; GBCC, (Eiv) with or to the State Commissions set forth in Section 5.2(c)(i)(E) rules and regulations of the Cingular Disclosure Letter; Nasdaq, and (Fv) with applicable state securities or to those foreign Governmental Entities regulating competition and telecommunications businesses set forth in Section 5.2(c)(i)(F) of the Cingular Disclosure Letterblue sky laws, no notices, reports or other filings are required to be made by Cingular Parent or Cingular Wireless Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Cingular Parent or Merger Sub from, any Governmental Entity by reason of the operation of the businesses of Cingular and its Subsidiaries, in connection with the execution execution, delivery and delivery performance of this Agreement by Cingular Parent and Merger Sub and the consummation by Cingular, Cingular Wireless Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby, except those that the where a failure to make such filing or obtain notification would not, individually or in the aggregate, not reasonably be expected to have a Cingular Parent Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by Cingular, Cingular Wireless Parent and Merger Sub do not, and the consummation by Cingular Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate organizational or governing documents of incorporation or by-laws of Cingular Parent or Merger Sub; Sub or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Cingular Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Cingular Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Cingular Parent or any of its Subsidiaries is subject; , or (Ciii) any change in the rights or obligations of any party under any of such Contracts, except, in . (c) Neither Parent nor any of its Subsidiaries has any reason or belief that all regulatory approvals from any Governmental Entity required for the case consummation of clause (B) or (C) above, for any breach, violation, termination, default, acceleration, creation or change that would not, individually or in the aggregate, reasonably transactions contemplated by this Agreement will not be expected to have obtained on a Cingular Material Adverse Effecttimely basis.