Dex Merger definition

Dex Merger has the meaning assigned to such term in the recitals to this Agreement.
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Dex Merger shall have the meaning set forth in the recitals hereto.
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Examples of Dex Merger in a sentence

  • The complete Plan documents and applications will be provided to existing or prospective shareholders upon request, without obligation.

  • 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.

  • At the Dex Effective Time, the Exchange Agent shall exchange by book entry transfer all uncertificated shares of Dex Common Stock (excluding any shares of Dex Common Stock to be cancelled pursuant to Section 2.1(c)) (“Uncertificated Dex Shares”) for the shares of Newco Common Stock constituting the aggregate Dex Merger Consideration (including fractions of a share of Newco Common Stock).

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

  • 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.

  • 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.

  • The term “Dex Effective Time” shall be the date and time when the Dex Merger becomes effective as set forth in the Certificate of Merger.

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

  • As of the Original Agreement Date, Dex and the Merger Subs are not aware of any fact or circumstance that could reasonably be expected to prevent the Dex Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

  • As of the date of this Agreement, Dex and the Merger Subs are not aware of any fact or circumstance that could reasonably be expected to prevent the Dex Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Related to Dex Merger

  • Company Merger has the meaning set forth in the recitals hereto.

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

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

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

  • Bank Merger has the meaning set forth in the recitals.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

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

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

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

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

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

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

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

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

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

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

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

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

  • EC Merger Regulation means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

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

  • Merger has the meaning set forth in the Recitals.

  • Share Exchange has the meaning set forth in Section 2.1.

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

  • Mergers has the meaning set forth in the Recitals.