Common use of CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER Clause in Contracts

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. 51 65 7.1 Conditions to Each Party’s Obligations To Effect the Merger 51 65 7.2 Conditions to the Obligations of Parent and Merger Sub 52 66 7.3 Conditions to the Obligations of the Company 53 7.4 Frustration of Closing Conditions 53 67 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 53 68 8.1 Termination 53 68 8.2 Effect of Termination 55 70 8.3 Amendment 56 72 8.4 Extension; Waiver 57 72 ARTICLE IX MISCELLANEOUS 57 73 9.1 Nonsurvival of Representations, Warranties and Agreements 57 73 9.2 Expenses 57 73 9.3 Notices 57 73 9.4 Interpretation 59 74 9.5 Counterparts 59 75 9.6 Entire Agreement 59 75 9.7 Governing Law; Jurisdiction and Venue; WAIVER OF JURY TRIAL 59 75 9.8 Severability 60 76 9.9 Assignment; Reliance of Other Parties 60 76 9.10 Time is of the Essence 60 9.11 Parent Guarantee 60 9.12 76 9.11 Specific Performance 61 9.13 No Liability 61 9.14 77 9.12 Definitions 61 77 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 15January 23, 2010 2011 (the “Agreement”), by and among Clearwater Paper CorporationROCK-TENN COMPANY, a Delaware Georgia corporation (“Parent”), Sand Dollar Acquisition CorporationXXX ACQUISITION, LLC, a Delaware corporation limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Cellu Tissue Holdings, Inc.SMURFIT-STONE CONTAINER CORPORATION, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.14.9.12; and