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All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms. Unless otherwise ordered by the Bankruptcy Court, to the extent any exhibit or document in the Plan Supplement is inconsistent with the terms of any part of the Plan that does not constitute the Plan Supplement, such part of the Plan that does not constitute the Plan Supplement shall control.
Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.
Morgan Securities LLC and Deutsche Bank Securities Inc. For the avoidance of doubt, a Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or its parent by a Governmental Authority.
Federal withholding taxes imposed under FATCA. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
The amount, as of any date of determination, of any Investment shall be the original cost of such Investment including any Indebtedness of a Person existing at the time such Person becomes a Subsidiary in connection with any Investment and any Indebtedness assumed in connection with any acquisition of assetsplus the cost of all additions, as of such date, thereto and minus the amount, as of such date, of any portion of such Investment repaid to the investor in cash or property as a repayment of principal or a return of capital including pursuant to any sale or disposition of such Investmentas the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.
In determining the amount of any Investment or repayment involving a transfer of any property other than cash, such property shall be valued at its fair market value at the time of such transfer. For purposes of determining the Long Term Indebtedness of the Borrower and the Subsidiaries, Indebtedness of the Borrower or any Subsidiary owed to the Borrower or a Subsidiary shall be excluded.
The basket for Capital Expenditures Section 6. A-163 Table of Contents Schedule I Directory Consolidation Project Details The objective of the directory consolidation project is to permit SuperMedia to consolidate directories in markets for which SuperMedia, Dex West, Dex East or RHDI is the exclusive publisher that is adjacent to a market in which any of SuperMedia, Dex West, Dex East or RHDI also publishes.
The consolidation of directories in these markets is expected to increase advertiser satisfaction, improve the consumer experience, and provide increased efficiency and reduced costs for SuperMedia. SuperMedia has identified as of the date hereof certain directories in adjacent markets that are targets for combination, as set forth in Appendix A attached hereto. Central Oregon Coast Newport-Lincoln RHDIRHDIDex Media WestDex Media WestA-166 Table of Contents Schedule II Restructuring Add-Backs A-167 Table of Contents Exhibit A Amended and Restated Shared Services Agreement See attached.
NDI shall be responsible for determining the elections, methods of accounting, positions, conventions and other principles of taxation to be used and the manner in which any Tax Item shall be reported on the Tax Returns.
ARTICLE III TAX SHARING 3. NDI shall provide the applicable Party with copies of any correspondence received from the taxing authorities related to any such Proceedings controlled by NDI, as reasonably requested by the applicable Party. Any such amount shall be paid by the applicable Party to NDI within 90 days of the payment by NDI or any member of the NDI Consolidated Group of any such interest or penalty.
All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. No Party shall be deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by such Party. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into by each of the Parties. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
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The Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. No Order whether temporary, preliminary or permanent issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Mergers or any of the other transactions contemplated by this Agreement shall be in effect.
No statute, rule, regulation or Order shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prohibits or makes illegal consummation of the Mergers. None of the Requisite Approvals shall have resulted in the imposition of a Materially Burdensome Condition. Dex and its Subsidiaries and SuperMedia and its Subsidiaries shall have entered into a tax sharing agreement substantially in the form set forth in Exhibit I.
Dex and its Subsidiaries and SuperMedia and its Subsidiaries shall have entered into a shared services agreement substantially in the form set forth in Exhibit J. With respect to the obligation of the Parties to effect the SuperMedia Merger, the Dex Merger shall have been consummated. The obligation of Dex, Newco and Merger Sub to effect the Mergers and the other transactions contemplated by this Agreement is also subject to the A-56 Table of Contents satisfaction, or waiver by Dex, Newco or Merger Sub, as the case may be, at or prior to the Closing Date, of the following conditions: a Representations and Warranties.
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The severance multiplier is 1. Termination in Connection with a Change in Control. If SuperMedia terminates the employment of an executive officer without cause during the period beginning six months prior to the date of a change in control or, if earlier, the date a definitive agreement is signed that would result in a change in control and ending on the first anniversary of the change in control, or if an executive officer terminates employment for good reason within one year after a change in control, then the officer is entitled to receive the payments and benefits described above, except that the severance multiplier is 2.
In the event a change in control occurs, all outstanding long-term incentive awards held by an executive officer will become fully vested if the officer is employed by SuperMedia immediately before the change in control occurs. The payout under any performance-based award will equal the target amount.
Under the transition plan, a change in control is defined in the same manner as in the 2009 Long-Term Incentive Plan. Obligations of the Officer.
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Amounts repaid or prepaid in respect of Loans may not be reborrowed. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 a. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.
The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent demonstrable error. G-78 Table of Contents SECTION 2.
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With Dex One facing certain liquidation, those employees are likely to quickly leave Dex One and find employment elsewhere.
Each Dex Lease is valid, binding and enforceable against Dex or an applicable Dex Subsidiary in accordance with its terms and is in full force and effect except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remediesexcept where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Dex.
Any record holder of Dex One common stock eligible to vote who is present at the Dex One special meeting may vote in person by submitting their proxy and ballot at the special meeting.
SuperMedia has a number of agreements with them that govern the publishing relationship, including publishing agreements, branding agreements, and non-competition agreements, each of which has a term expiring in 2036.
The newly merged company will be truly national in scope - with the ability to mobilize and penetrate the market locally. Synergies and best practices will be realized and at the end of the day, there is still healthy competition in the market for local marketing solutions for advertisers that span the range - websites, mobile, directory, internet, social, etc.
We will continue to monitor as this unfolds over the coming months. We want to know how you think he's doingResults will appear in an upcoming Yahoo Finance article.
Where can I get more information?
To the Knowledge of SuperMedia, neither SuperMedia nor any SuperMedia Subsidiary is in material breach or material default of any insurance policies maintained by SuperMedia or any SuperMedia Subsidiary or has taken any action or failed to take any action that, with notice or the lapse of time, would constitute such a breach or default or permit termination prior to the scheduled termination or expiration thereof or modification of any such insurance policies.
The RSUs are settled in stock, and therefore, classified as an equity award.