Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular or a direct or indirect wholly-owned Subsidiary of Cingular. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stock, no par value $0.01 per sharevalue, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent (free and clear of all Liens). Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 10,000 shares of Common Stock, par value $0.01 0.001 per share, all of which 1,000 shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular NETGEAR or a direct or indirect wholly-wholly owned Subsidiary of CingularNETGEAR. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreementhereby.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all one share of which are is validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident incidental to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 50,000 shares of Common Stock, par value $0.01 0.001 per share, all of which 1,000 shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this AgreementTransactions.

Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement Agreement, the Offer and the Merger and the other transactions contemplated by this AgreementTransactions.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and Agreement, the Merger and the other transactions contemplated by this AgreementTransactions.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary Subsidiaries of CingularParent. Merger Sub has not conducted any business prior to been formed solely for the date hereof and has nopurpose of engaging in the transactions contemplated by this Agreement and, and prior to the Effective Time Time, will not have noengaged in any business activities, assets, liabilities or obligations of any nature other than those incident activities related to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement Agreement, the Transactions and the Merger and the other transactions contemplated by this AgreementFinancing.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger Voting Agreement and the other transactions contemplated by this Agreement and the Voting Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 10,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized share capital stock of Merger Sub consists of 1,000 100 shares of Common Stockcommon stock, $0.01 par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular or a direct or indirect wholly-owned Subsidiary of CingularXxxxxx. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this AgreementAgreement (including the Financing).

Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of Common Stockcommon shares, $0.001 par value $0.01 per sharevalue, all of which 100 are validly issued and outstanding. All of the issued and Merger Sub has outstanding capital stock no option, warrant, right, or any other agreement pursuant to which any person may acquire any equity security of Merger Sub is, and at the Effective Time will be, owned by Cingular or a direct or indirect wholly-owned Subsidiary of CingularSub. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Purchaser or a direct or indirect wholly-wholly owned Subsidiary of CingularPurchaser. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and Agreement, the Voting Agreement, the Merger and the other transactions contemplated by this Agreementhereby and thereby.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 0.50 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent, free and clear of all Liens. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Offer, the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists of 1,000 one-hundred (100) shares of Common Stockcommon stock, no par value $0.01 per share, all of which are validly issued and outstandingwere outstanding as of the date of this Agreement. All of the issued and outstanding shares of capital stock of Merger Sub ishave been duly authorized and are validly issued, fully paid and at the Effective Time will be, non-assessable and owned by Cingular Parent or a direct or indirect wholly-owned Wholly Owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, no assets, liabilities or obligations of any nature nature, in each case other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all 100 of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per sharepar value, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and Agreement, the Merger and the other transactions contemplated by this AgreementTransactions.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof 41 and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued issued, outstanding and outstandingfree of preemptive rights. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly owned by Cingular or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has noof this Agreement. Merger Sub does not have, and prior to the Effective Time it will have nonot have, any assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized share capital stock of Merger Sub consists solely of 1,000 shares of Common Stock50,000,000 ordinary shares, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular the Controlling Shareholder and the Strategic Investor or a direct or indirect wholly-wholly owned Subsidiary of Cingularthe Controlling Shareholder or the Strategic Investor. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and capitalization and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, no par value $0.01 per sharevalue, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Financing.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at all times through the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent, free and clear of all Liens. Merger Sub has not conducted any business prior to the date hereof and has no, and at no time prior to the Effective Time will have noany, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, no par value $0.01 per sharevalue, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at immediately prior to the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has been formed solely for the purpose of the Merger, has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation formation, continued existence and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock500 registered shares, without par value $0.01 per sharevalue, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent, free and clear of all Liens. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities liabilities, or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this AgreementTransactions.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, par value $0.01 0.10 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Sponsor or a direct or indirect wholly-owned Subsidiary of CingularSponsor. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.01 per share, all 100 of which shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 1000 shares of Common Stockcommon stock, par value $0.01 per share, all of which 100 shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, is owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent, free and clear of all Liens. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, no assets, liabilities or obligations of any nature other than those as may be incident to its formation and pursuant to this Agreement and the Offer, the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 one thousand (1,000) shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature nature, other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreementhereby.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this AgreementTransactions.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, no par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 one hundred (100) shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement. All of the outstanding shares of capital stock of Merger Sub have been duly authorized and validly issued, and are fully paid and non-assessable.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued issued, outstanding and outstandingfree of preemptive rights. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly owned by Cingular or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has noof this Agreement. Merger Sub does not have, and prior to the Effective Time it will have nonot have, any assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stock, par value $0.01 per sharecommon stock, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities Liabilities or obligations of any nature other than those incident to its formation and capitalization and pursuant to this Agreement and in connection with the Merger and the other transactions contemplated by this AgreementTransactions.

Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 200 shares of Common Stockcommon stock, no par value $0.01 per sharevalue, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-wholly owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature nature, other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreementhereby.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub isare, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident incidental to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Cingular Parent or a direct or indirect wholly-owned Subsidiary of CingularParent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.