SuperMedia Merger definition

SuperMedia Merger has the meaning assigned to such term in the recitals of this Agreement.
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SuperMedia Merger shall have the meaning set forth in the recitals hereto.
Sample 1Sample 2Sample 3

Examples of SuperMedia Merger in a sentence

  • At and after the Dex Effective Time and the SuperMedia Effective Time, the Dex Merger and SuperMedia Merger, respectively, shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.

  • Prior to the Dex Effective Time, Dex or Newco shall appoint an agent (the “Exchange Agent”) reasonably acceptable to SuperMedia for the purpose of exchanging for the SuperMedia Merger Consideration (A) certificates representing shares of SuperMedia Common Stock (“Certificated SuperMedia Shares”) and (B) uncertificated shares of SuperMedia Common Stock (“Uncertificated SuperMedia Shares”).

  • The shares of Newco Common Stock constituting such SuperMedia Merger Consideration shall be in uncertificated book-entry form.

  • Notwithstanding the foregoing, after the Closing any holder of SuperMedia Common Stock or Dex Common Stock shall be entitled to enforce the provisions of Article II solely to the extent necessary to receive the SuperMedia Merger Consideration or Dex Merger Consideration, as the case may be, to which such holder is entitled thereunder.

  • At or prior to the SuperMedia Effective Time, Newco shall deposit with or otherwise make available to the Exchange Agent, in trust for the benefit of holders of shares of SuperMedia Common Stock shares of Newco Common Stock in book-entry form sufficient to deliver the aggregate SuperMedia Merger Consideration (the “Exchange Fund”).

  • All Dex Merger Consideration and SuperMedia Merger Consideration paid in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such surrendered or transferred shares of Dex Common Stock or SuperMedia Common Stock, as applicable.

  • SuperMedia shall be the surviving company in the SuperMedia Merger (“SuperMedia Surviving Company”), and shall continue its corporate existence under the Laws of the State of Delaware.

  • Until so surrendered or transferred, as the case may be, each such Certificated SuperMedia Share or Uncertificated SuperMedia Share shall represent after the SuperMedia Effective Time for all purposes only the right to receive the SuperMedia Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.8(h).

  • With respect to the obligation of the Parties to effect the SuperMedia Merger, the Dex Merger shall have been consummated.

Related to SuperMedia Merger

  • Company Merger shall have the meaning given in the Recitals.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.

  • MergerSub has the meaning set forth in the Preamble.

  • Merger Sub has the meaning set forth in the Preamble.

  • Second Merger has the meaning set forth in the Recitals.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Effective Time has the meaning set forth in Section 2.2.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Plan of Merger has the meaning set forth in Section 2.2.

  • MergerCo has the meaning set forth in the Preamble.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Merger has the meaning set forth in the Recitals.

  • Corporate Acquisition means an acquisition by the Corporation or a Subsidiary of the Corporation or the redemption by the Corporation of Voting Shares of the Corporation which by reducing the number of Voting Shares of the Corporation outstanding increases the proportionate number of Voting Shares Beneficially Owned by any Person.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.