AGREEMENT AND PLAN OF MERGERMerger Agreement • March 6th, 2006 • Delaware
Contract Type FiledMarch 6th, 2006 JurisdictionDefined Term Section ------------ ------- <S> <C> Acquiring Person 8.5(b) Acquisition Proposal 6.2(b) Affected Employees 6.10(a) Agreement Preamble Bankruptcy and Equity Exception 5.1(c) By-Laws 2.2 Certificate 4.1(a) Certificate of Merger 1.3 Charter 2.1 Cingular 5.1(a)(i) Closing 1.2 Closing Date 1.2 Code Recitals Common Stock Unit 5.1(b)(i) Communications Act 5.1(d)(i) Company Preamble Company Awards 4.4(b) Company Compensation and Benefit Plans 5.1(h)(i) Company Current Properties 5.1(l)(ii) Company Direct Investment Plan 5.1(b)(i) Company Disclosure Letter 5.1 Company Employees 5.1(h)(i) Company ERISA Affiliate 5.1(h)(iii) Company Former Properties 5.1(l)(iii) Company Material Adverse Effect 5.1(a)(ii) Company Non U.S. Compensation and Benefit Plans 5.1(h)(i) Company Option 4.4(a) Company Preferred Shares 5.1(b)(i) Company Recommendation 5.1(c) Company Recommendation Change 6.2(c)(ii) Company Region 5.1(a) Company Reports 5.1(e)(i) Company Requisite Vote 5.1(c) Company Share 4.1(a