Exhibit 2.2
List of Schedules to Agreement and Plan of Merger
The following is a list of the subject matters of the disclosure letter delivered by AT&T to SBC and the disclosure letter delivered by SBC to AT&T concurrently with entering into the merger agreement, which disclosure letters were both omitted from Exhibit 2.1 pursuant to Item 601(b)(2) of Regulation S-K. SBC and AT&T agree to furnish supplementally to the SEC, upon request, a copy of each disclosure letter.
List of Subject Matters under AT&T Disclosure Letter
Schedule 5.1(a)
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Organization, Good Standing and Qualification | |
Schedule 5.1(b)
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Capital Structure | |
Schedule 5.1(c)
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Corporate Authority; Approval and Fairness | |
Schedule 5.1(d)
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Governmental Filings; No Violations; Certain Contracts | |
Schedule 5.1(e)
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Company Reports; Financial Statements | |
Schedule 5.1(f)
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Absence of Certain Changes | |
Schedule 5.1(g)
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Litigation and Liabilities | |
Schedule 5.1(h)
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Employee Benefits | |
Schedule 5.1(i)
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Compliance with Laws; Licenses | |
Schedule 5.1(j)
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Material Contracts | |
Schedule 5.1(k)
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Real Property | |
Schedule 5.1(l)
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Right-of-Way Agreements | |
Schedule 5.1(m)
|
Takeover Statutes | |
Schedule 5.1(n)
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Environmental Matters | |
Schedule 5.1(o)
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Taxes | |
Schedule 5.1(p)
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Labor Matters | |
Schedule 5.1(q)
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Intellectual Property and IT Assets | |
Schedule 5.1(r)
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GSA Action | |
Schedule 5.1(s)
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Export Controls and Trade Sanctions | |
Schedule 5.1(t)
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Foreign Corrupt Practices Act | |
Schedule 5.1(u)
|
Brokers and Finders | |
Schedule 6.1
|
Interim Operations | |
Schedule 6.4(a)
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Shareholder Meeting | |
Schedule 6.5(b)
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Filings; Other Actions; Notifications | |
Schedule 6.8
|
Employee Benefits | |
Schedule 6.10
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Indemnification; Directors’ and Officers’ Insurance | |
Schedule 6.12
|
Regulatory Compliance |
List of Subject Matters under SBC Disclosure Letter
Schedule 5.2(e)(i)(D)
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Governmental Filings; No Violations; Etc. | |
Schedule 5.2(e)(i)(E)
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Governmental Filings; No Violations; Etc. | |
Schedule 5.2(e)(ii)
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Governmental Filings; No Violations; Etc. | |
Schedule 5.2(g)(i)
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Litigation and Liabilities |
Schedule 5.2(i)
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Absence of Changes | |
Schedule 6.1(i)(i)
|
Record Dates for Parent’s Quarterly Dividend | |
Schedule 6.1(iii)(c)
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Interim Operations | |
Schedule 6.4(b)
|
Substitute Preferred Shares | |
Schedule 6.13
|
Potential Sale of Interests | |
Schedule 7.1(b)(iv)
|
Mandatory Foreign Governmental Approvals |