Permit Project Timber Transaction. Permit the Merger (as defined in that certain Agreement and Plan of Merger, dated as of August , 2012 (the “Merger Agreement”), by and among Dex Corporation, SuperMedia Acquisition Sub Inc. and SuperMedia Inc. (“SuperMedia”)), notwithstanding (i) the definition of Change in Control (also, see the 1st bullet point under “Amend Certain Definitions”) and (ii) the restrictions in Section 6.17 (Ultimate Parent Covenants). Replace the existing shared services agreement with an Amended and Restated Shared Services Agreement as set forth in the form attached hereto as Exhibit A. Amend the existing Tax Sharing Agreement with minor modifications as set forth in the form attached hereto as Exhibit B. Allow new tax sharing agreement between SuperMedia entities and Dex entities as set forth in the form attached hereto as Exhibit C.
Appears in 2 contracts
Samples: Merger Agreement (DEX ONE Corp), Merger Agreement (Supermedia Inc.)
Permit Project Timber Transaction. Permit the Merger (as defined in that certain Agreement and Plan of Merger, dated as of August , 2012 (the “Merger Agreement”), by and among Dex CorporationDex, SuperMedia Acquisition Sub Inc. and SuperMedia Inc. (“SuperMedia”)), notwithstanding (i) the definition of Change in Control (also, see the 1st bullet point under “Amend Certain Definitions”) and (ii) the restrictions in Section 6.17 6.19 (Ultimate Parent Covenants). Replace the existing shared services agreement with an Amended and Restated Shared Services Agreement as set forth in the form attached hereto as Exhibit A. Amend the existing Tax Sharing Agreement with minor modifications as set forth in the form attached hereto as Exhibit B. Allow new tax sharing agreement between SuperMedia entities and Dex entities as set forth in the form attached hereto as Exhibit C.
Appears in 2 contracts
Samples: Merger Agreement (Supermedia Inc.), Merger Agreement (DEX ONE Corp)