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

Corporate Authority; Non-contravention. (i) RockTenn has all requisite corporate power and authority to enter into this Agreement and, subject to the RockTenn Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by RockTenn and the consummation by RockTenn of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of RockTenn, subject in the case of the RockTenn Merger to the RockTenn Shareholder Approval. This Agreement has been duly executed and delivered by RockTenn and, assuming the due authorization, execution and delivery of this Agreement by MWV, constitutes the legal, valid and binding obligation of RockTenn, enforceable against RockTenn in accordance with its terms. (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement shall not, conflict with, or result in any 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 any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of RockTenn or any of its subsidiaries, under (A) the RockTenn Articles of Incorporation or the By-laws of RockTenn or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which RockTenn or any of its subsidiaries is a party or by which RockTenn, any of its subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to RockTenn or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on RockTenn or (2) prevent or materially delay the consummation of 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 Governmental Entity is required by or with respect to RockTenn or any of its subsidiaries in connection with the execution and delivery of this Agreement by RockTenn or the consummation by RockTenn of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the RockTenn Shareholders Meeting, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the RockTenn Certificate of Merger and the MWV Certificate of Merger with the appropriate Secretaries of State and appropriate documents with the relevant authorities of other states in which RockTenn and MWV or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the NYSE to permit the shares of TopCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; (E) the filing of the applicable New Entity Organizational Documents with the applicable Secretaries of State and (F) 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 RockTenn or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) RockTenn MWV has all requisite corporate power and authority to enter into this Agreement and, subject to the RockTenn Shareholder MWV Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by RockTenn MWV and the consummation by RockTenn MWV of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of RockTennMWV, subject in the case of the RockTenn MWV Merger to the RockTenn Shareholder MWV Stockholder Approval. This Agreement has been duly executed and delivered by RockTenn MWV and, assuming the due authorization, execution and delivery of this Agreement by MWVRockTenn, constitutes the legal, valid and binding obligation of RockTennMWV, enforceable against RockTenn MWV in accordance with its terms. (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement shall not, conflict with, or result in any 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 any obligation or loss of a 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 of RockTenn MWV or any of its subsidiaries, under (A) the RockTenn Articles MWV Certificate of Incorporation or the By-laws of RockTenn MWV or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which RockTenn MWV or any of its subsidiaries is a party or by which RockTennMWV, any of its subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to RockTenn MWV or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on RockTenn MWV or (2) prevent or materially delay the consummation of 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 Entity”) is required by or with respect to RockTenn MWV or any of its subsidiaries in connection with the execution and delivery of this Agreement by RockTenn MWV or the consummation by RockTenn 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 RockTenn MWV Certificate of Merger and the MWV 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 and MWV or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the NYSE 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; (E) the filing of the applicable New Entity Organizational Documents Certificate of Conversion and the Certificate of Formation with the applicable Secretaries Secretary of State of the State of Delaware; and (F) 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 RockTenn MWV or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) RockTenn has The Company and the Shareholders have all requisite corporate and other power and authority to enter into this Agreement and, subject to the RockTenn Shareholder Approval, and to consummate the transactions Transactions contemplated herebyhereunder. The execution and delivery of this Agreement by RockTenn the Company and the Shareholders and the consummation by RockTenn the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of RockTenn, subject in the case of Company and the RockTenn Merger to the RockTenn Shareholder ApprovalShareholders. This Agreement has been duly executed and when delivered by RockTenn and, assuming the due authorization, execution Company and delivery of this Agreement by MWV, constitutes the legal, Shareholder shall constitute a valid and binding obligation of RockTennthe Company and the Shareholder, enforceable against RockTenn the Company and the Shareholder in accordance with its terms. (ii) , 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 does do not, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions of this Agreement shall hereof will 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 a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets Assets of RockTenn or any of its subsidiariesthe Company under, under (Ai) the RockTenn Articles Certificate of Incorporation Incorporation, Bylaws or the By-laws of RockTenn other organizational or the comparable organizational charter documents of any of its subsidiariesthe Company (the “Company Charter Documents”), (Bii) any any, loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permitPermit, concession, franchisefranchise or license applicable to the Company or the Shareholder, license or similar authorization to which RockTenn or any of its subsidiaries is a party or by which RockTenn, any of its subsidiaries or their respective theirs properties or assets may be bound Assets, or (Ciii) subject to the governmental filings and other matters referred to in clause (iii) belowthe following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule rule, regulation or regulation arbitration award applicable to RockTenn the Company or any of its subsidiaries or the Shareholder, their respective properties or assetsAssets, other than, in the case of clauses (Bii) and (Ciii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses, restrictions losses or Liens that, that individually or in the aggregate, would aggregate could not reasonably be expected to (1) have a Material Adverse Effect on RockTenn with respect to the Company or (2) prevent could not prevent, hinder or materially delay the consummation of any ability 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 Governmental Entity is required by or with respect to RockTenn or any of its subsidiaries in connection with the execution and delivery of this Agreement by RockTenn Company or the consummation by RockTenn of Shareholder to consummate the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the RockTenn Shareholders Meeting, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the RockTenn Certificate of Merger and the MWV Certificate of Merger with the appropriate Secretaries of State and appropriate documents with the relevant authorities of other states in which RockTenn and MWV or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the NYSE to permit the shares of TopCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; (E) the filing of the applicable New Entity Organizational Documents with the applicable Secretaries of State and (F) 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 RockTenn or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions.

Corporate Authority; Non-contravention. (i) RockTenn has all requisite corporate power and authority to enter into this Agreement and, subject to the RockTenn Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by RockTenn and the consummation by RockTenn of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of RockTenn, subject in the case of the RockTenn Merger to the RockTenn Shareholder Approval. This Agreement has been duly executed and delivered by RockTenn and, assuming the due authorization, execution and delivery of this Agreement by MWV, constitutes the legal, valid and binding obligation of RockTenn, enforceable against RockTenn in accordance with its terms. (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement shall not, conflict with, or result in any 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 any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of RockTenn or any of its subsidiaries, under (A) the RockTenn Articles of Incorporation or the By-laws of RockTenn or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which RockTenn or any of its subsidiaries is a party or by which RockTenn, any of its subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to RockTenn or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on RockTenn or (2) prevent or materially delay the consummation of 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 Governmental Entity is required by or with respect to RockTenn or any of its subsidiaries in connection with the execution and delivery of this Agreement by RockTenn or the consummation by RockTenn of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the RockTenn Shareholders Meeting, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the RockTenn Certificate of Merger and the MWV Certificate of Merger with the appropriate Secretaries of State and appropriate documents with the relevant authorities of other states in which RockTenn and MWV or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the NYSE to permit the shares of TopCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; (E) the filing of the applicable New Entity Organizational Documents with the applicable Secretaries of State; (F) the filing of the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware; and (FG) 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 RockTenn or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.