AGREEMENT AND PLAN OF MERGER Among AT&T INC. INDEPENDENCE MERGER SUB INC., and CENTENNIAL COMMUNICATIONS CORP. Dated as of November 7, 2008Merger Agreement • November 17th, 2008 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 7, 2008 (this “Agreement”) among AT&T Inc., a Delaware corporation (“Parent”), Independence Merger Sub Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”) and Centennial Communications Corp., a Delaware corporation (the “Company”).
November 7, 2008Merger Agreement • November 17th, 2008 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
Each of the stockholders listed on Schedule I to this letter agreement (individually, a “Stockholder,” and together, the “Stockholders”) understands that AT&T Inc., a Delaware corporation (“Parent”), Independence Merger Sub Inc., a Delaware corporation (“Merger Sub”) and Centennial Communications Corp., a Delaware corporation (the “Company”), propose to enter into an Agreement and Plan of Merger, dated as of November 7, 2008 (as it may be from time to time amended or terminated the “Merger Agreement”), providing for, among other things, a merger of Merger Sub with and into the Company (the “Merger”), in which all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) (other than Excluded Shares and any Dissenting Shares to which appraisal rights shall have been perfected) will be cancelled and converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall ha
