Common use of State Takeover Laws; Rights Agreement Clause in Contracts

State Takeover Laws; Rights Agreement. SuperMedia has, or will have prior to the SuperMedia Effective Time, taken all necessary action so that, assuming compliance by Dex and Merger Sub with their respective obligations hereunder and the accuracy of the representations and warranties made by Dex and Merger Subs herein, no “business combination,” “moratorium,” “fair price,” “control share acquisition” or other state anti-takeover statute or regulation, nor any takeover-related provision in the SuperMedia Charter or the SuperMedia Bylaws, would (i) prohibit or restrict SuperMedia’s ability to perform its obligations under this Agreement, any related agreement, or the SuperMedia Certificate of Merger or its ability to consummate the transactions contemplated hereby and thereby, (ii) have the effect of invalidating or voiding this Agreement, or the SuperMedia Certificate of Merger, or any provision hereof or thereof, or (iii) subject Dex, Newco or Merger Sub to any impediment or condition in connection with the exercise of any of its rights under this Agreement or the Certificates of Merger. SuperMedia does not have any stockholder rights plan in effect.

State Takeover Laws; Rights Agreement. SuperMedia Each of Dex and the Merger Subs has, or will have prior to the SuperMedia Dex Effective Time, taken all necessary action so that, assuming compliance by Dex and Merger Sub SuperMedia with their respective its obligations hereunder and the accuracy of the representations and warranties made by Dex and Merger Subs SuperMedia herein, no “business combination,” “moratorium,” “fair price,” “control share acquisition” or other state anti-takeover statute or regulation, nor any takeover-related provision in the SuperMedia Dex Charter or the SuperMedia Dex Bylaws, would (i) prohibit or restrict SuperMedia’s the ability of Dex and the Merger Subs to perform its their respective obligations under this Agreement, any related agreement, or the SuperMedia Certificate Certificates of Merger or its their ability to consummate the transactions contemplated hereby and thereby, (ii) have the effect of invalidating or voiding this Agreement, or the SuperMedia Certificate Certificates of Merger, or any provision hereof or thereof, or (iii) subject Dex, Newco or Merger Sub SuperMedia to any impediment or condition in connection with the exercise of any of its rights under this Agreement or the Certificates of Merger. SuperMedia Dex does not have any stockholder rights plan in effect.

State Takeover Laws; Rights Agreement. SuperMedia Each of Dex and the Merger Subs has, or will have prior to the SuperMedia Dex Effective Time, taken all necessary action so that, assuming compliance by Dex and Merger Sub SuperMedia with their respective its obligations hereunder and the accuracy of the representations and warranties made by Dex and Merger Subs SuperMedia herein, no Table of Contents “business combination,” “moratorium,” “fair price,” “control share acquisition” or other state anti-takeover statute or regulation, nor any takeover-related provision in the SuperMedia Dex Charter or the SuperMedia Dex Bylaws, would (i) prohibit or restrict SuperMedia’s the ability of Dex and the Merger Subs to perform its their respective obligations under this Agreement, any related agreement, or the SuperMedia Certificate Certificates of Merger or its their ability to consummate the transactions contemplated hereby and thereby, (ii) have the effect of invalidating or voiding this Agreement, or the SuperMedia Certificate Certificates of Merger, or any provision hereof or thereof, or (iii) subject Dex, Newco or Merger Sub SuperMedia to any impediment or condition in connection with the exercise of any of its rights under this Agreement or the Certificates of Merger. SuperMedia Dex does not have any stockholder rights plan in effect.