Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. Each of AllCom and Gateway have all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of AllCom and Gateway and the consummation by each of AllCom and Gateway of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of AllCom and Gateway. This Agreement has been duly executed and when delivered by each of AllCom and Gateway, shall constitute a valid and binding obligation of each of AllCom and Gateway, enforceable against AllCom and Gateway in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of AllCom and Gateway under, (i) the articles of incorporation, bylaws, or other charter documents of each of AllCom and Gateway, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of AllCom or Gateway, each of its properties or Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to each of AllCom and Gateway, each of its properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to AllCom or could not prevent, hinder or materially delay the ability of AllCom to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. Each of AllCom and Gateway have (i) MWV has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicableMWV Stockholder Approval, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of AllCom and Gateway MWV and the consummation by each of AllCom and Gateway MWV of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each MWV, subject in the case of AllCom and Gatewaythe MWV Merger to the MWV Stockholder Approval. This Agreement has been duly executed and when delivered by each MWV and, assuming the due authorization, execution and delivery of AllCom and Gatewaythis Agreement by RockTenn, shall constitute a constitutes the legal, valid and binding obligation of each of AllCom and GatewayMWV, enforceable against AllCom and Gateway MWV in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. . (ii) The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions hereof will of this Agreement shall not, conflict with, or result in any breach or violation of, or Default default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or Assets assets of AllCom and Gateway underMWV or any of its subsidiaries, under (A) the MWV Certificate of Incorporation or the By-laws of MWV or the comparable organizational documents of any of its subsidiaries, (i) the articles of incorporation, bylaws, or other charter documents of each of AllCom and Gateway, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, Permitpermit, concession, franchise franchise, license or license applicable similar authorization to each of AllCom which MWV or Gateway, each any of its subsidiaries is a party or by which MWV, any of its subsidiaries or their respective properties or Assets, assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in the following sentenceclause (iii) below, any judgment, Orderorder, decree, statute, Lawlaw, ordinance, rule, rule or regulation or arbitration award applicable to each of AllCom and Gateway, each MWV or any of its subsidiaries or their respective properties or Assetsassets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, breaches, violations, Defaultsdefaults, rights, losses losses, restrictions or Liens that that, individually or in the aggregate could aggregate, would not reasonably be expected to (1) have a Material Adverse Effect with respect to AllCom on MWV or could not prevent, hinder (2) prevent or materially delay the ability consummation of AllCom to consummate any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to MWV or any of its subsidiaries in connection with the execution and delivery of this AgreementAgreement by MWV or the consummation by MWV of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”); (B) the filing with the SEC of (x) a proxy statement relating to the MWV Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, together with the proxy statement relating to the RockTenn Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by TopCo in connection with the issuance of shares of TopCo Common Stock in the Mergers (the “Form S-4”) and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the MWV Certificate of Merger and the RockTenn Certificate of Merger with the appropriate Secretaries of State and appropriate documents with the relevant authorities of other states in which MWV and RockTenn or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the shares of TopCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on MWV or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.