CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. 51 7.1 Conditions to Each Party’s Obligations To Effect the Merger 51 7.2 Conditions to the Obligations of Parent and Merger Sub 52 7.3 Conditions to the Obligations of the Company 53 7.4 Frustration of Closing Conditions 53 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 53 8.1 Termination 53 8.2 Effect of Termination 55 8.3 Amendment 56 8.4 Extension; Waiver 57 ARTICLE IX MISCELLANEOUS 57 9.1 Nonsurvival of Representations, Warranties and Agreements 57 9.2 Expenses 57 9.3 Notices 57 9.4 Interpretation 59 9.5 Counterparts 59 9.6 Entire Agreement 59 9.7 Governing Law; Jurisdiction and Venue; WAIVER OF JURY TRIAL 59 9.8 Severability 60 9.9 Assignment; Reliance of Other Parties 60 9.10 Time is of the Essence 60 9.11 Parent Guarantee 60 9.12 Specific Performance 61 9.13 No Liability 61 9.14 Definitions 61 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2010 (the “Agreement”), by and among Clearwater Paper Corporation, a Delaware corporation (“Parent”), Sand Dollar Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.14.
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date:
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. The respective obligations of each party to consummate the purchase and sale of the USF Shares are subject to the fulfillment at or before the Closing of each of the following conditions:
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. 65 7.1 Conditions to Each Party’s Obligations To Effect the Merger 65 7.2 Conditions to the Obligations of Parent and Merger Sub 66 7.3 Conditions to the Obligations of Company 67 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 68 8.1 Termination 68 8.2 Effect of Termination 70 8.3 Amendment 72 8.4 Extension; Waiver 72 ARTICLE IX MISCELLANEOUS 73 9.1 Nonsurvival of Representations, Warranties and Agreements 73 9.2 Expenses 73 9.3 Notices 73 9.4 Interpretation 74 9.5 Counterparts 75 9.6 Entire Agreement 75 9.7 Governing Law; Jurisdiction and Venue; WAIVER OF JURY TRIAL 75 9.8 Severability 76 9.9 Assignment; Reliance of Other Parties 76 9.10 Parent Guarantee 76 9.11 Specific Performance 77 9.12 Definitions 77 Company Disclosure Letter Section 3.1 - Corporate Organization Section 3.2 - Capitalization Section 3.4 - No Violation; Required Filings and Consents Section 3.7 - Absence of Undisclosed Liabilities Section 3.8 - Absence of Certain Changes or Events Section 3.10 - Legal Proceedings Section 3.11 - Permits; Compliance with Applicable Laws Section 3.12 - Taxes and Tax Returns Section 3.14 - Employee Benefit Programs Section 3.15 - Labor and Employment Matters Section 3.16 - Material Contracts Section 3.17 - Properties Section 3.18 - Environmental Matters
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. All of the obligations under this Plan are subject to the Board of Directors of each of the undersigned corporations satisfying itself that no income tax liability will be incurred by any party hereto or its shareholders as a result of the consummation of this Plan, the sole shareholder of each corporation approving this Plan and each corporation complying with the laws of either the State of Indiana or the State of Ohio allowing it to complete the merger contemplated hereunder.
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. 6.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver) at or prior to the Effective Time of the following conditions:
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. The obligations of each party under this Agreement are subject to the satisfaction at or prior to the Closing Date (including satisfaction thereof simultaneously with the Closing, it being agreed that no action to be taken at the Closing shall be deemed consummated until all actions to be taken at the Closing shall be deemed consummated) of each of the following conditions:
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. All of the obligations under this Plan are subject to the Board of Directors of each of the undersigned corporations satisfying itself that no income tax liability will be incurred by any party hereto or its shareholders as a result of the consummation of this Plan, the sole shareholder of each corporation approving this Plan and each corporation complying with the laws of either the State of Indiana or the State of North Carolina allowing it to complete the merger contemplated hereunder.
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. 51 7.1 Conditions to Each Party’s Obligations To Effect the Merger 51
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. The respective obligations of each party to consummate the purchase and sale of the IFHC Shares are subject to the fulfillment at or before the Closing of each of the following conditions:
