AGREEMENT AND PLAN OF MERGER among AMERICAN CELLULAR CORPORATION, HIGHLAND CELLULAR HOLDINGS, INC., HIGHLAND CELLULAR, LLC, HIGHLAND ACQUISITION SUB, LLC, and HIGHLAND CELLULAR HOLDINGS, INC., in its capacity as the Equityholders’ Representative, and,...Agreement and Plan of Merger • May 12th, 2006 • American Cellular Corp /De/ • Radiotelephone communications • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 10, 2006 by and among AMERICAN CELLULAR CORPORATION, a Delaware corporation (“Acquiror”), HIGHLAND ACQUISITION SUB, LLC, a Delaware limited liability company (“Merger Sub”), HIGHLAND CELLULAR, LLC, a Delaware limited liability company (the “Company”), HIGHLAND CELLULAR HOLDINGS, INC., a Delaware corporation, (“Parent”), HIGHLAND CELLULAR HOLDINGS, INC., in its capacity as the Equityholders’ Representative (as defined below), TOM ATTAR for purposes of Section 6.07 and FARAMARZ ATTAR for purposes of Sections 6.07 and 9.08.
