Common use of Foreign Approvals Clause in Contracts

Foreign Approvals. (i) To the extent that the Mergers constitute a concentration within the scope of the EC Merger Regulation or are otherwise a concentration that is subject to the EC Merger Regulation, the European Commission deciding that it does not intend to initiate any proceedings under Article 6(1)(c) of the EC Merger Regulation in respect of the Mergers or to refer the Mergers (or any aspect of the transactions contemplated by this Agreement) to a competent authority of an EEA member state under Article 9(1) of the EC Merger Regulation or otherwise deciding that the Acquisition is compatible with the common market pursuant to article 6(1)(b) of the EC Merger Regulation; (ii) if required, the Canada Competition Act Clearance shall have been received, (iii) if required, the approval by the Chinese Ministry of Commerce of the Mergers and the other transactions contemplated by this Agreement shall have been obtained; and (iv) if required, the approval by the Mexican Federal Competition Commission of the Mergers and the other transactions contemplated by this Agreement shall have been obtained pursuant to the Mexican Federal Economic Competition Law (together with the matters contemplated by Section 7.1(b), the “Requisite Regulatory Approvals”). For purposes of this Agreement, “Canada Competition Act Clearance” means (A) the issuance of an Advance Ruling Certificate, (B) MWV and RockTenn have given the notice required under section 114 of the Canada Competition Act with respect to the Mergers and the other transactions contemplated by this Agreement, and the applicable waiting period under section 123 of the Canada Competition Act has expired or has been terminated in accordance with the Competition Act, or (C) the obligation to give the requisite notice has been waived pursuant to paragraph 113(c) of the Canada Competition Act; and in the case of (B) or (C), MWV and RockTenn have been advised in writing by the Commissioner that he does not, at such time, intend to make an application under section 92 of the Canada Competition Act in respect of the Mergers and the other transactions contemplated by this Agreement.

Foreign Approvals. (i) To the extent that the Mergers constitute a concentration within the scope of the EC Merger Regulation or are otherwise a concentration that is subject to the EC Merger Regulation, the European Commission deciding that it does not intend to initiate any proceedings under Article 6(1)(c) of approving the EC Merger Regulation in respect of the Mergers or to refer the Mergers (or any aspect of the transactions contemplated by this Agreement) to a competent authority of an EEA member state under Article 9(1) of the EC Merger Regulation or otherwise deciding that the Acquisition is compatible with the common market pursuant to article 6(1)(b) of the EC Merger Regulationtransaction; (ii) if required, the Canada Competition Act Clearance shall have been received, ; (iii) if required, the approval by the Chinese Ministry of Commerce of the Mergers and the other transactions contemplated by this Agreement shall have been obtained; and (iv) if required, Brazil’s Council for Economic Defence shall have approved the approval by the Mexican Federal Competition Commission consummation of the Mergers and the other transactions contemplated by this Agreement shall have been obtained pursuant to the Mexican Federal Economic Competition Law (together with the matters contemplated by Section 7.1(b), the “Requisite Regulatory Approvals”). For purposes of this Agreement, “Canada Competition Act Clearance” means (A) the issuance of an Advance Ruling Certificate, (B) MWV Orion and RockTenn Diamond have given the notice required under section 114 of the Canada Competition Act with respect to the Mergers and the other transactions contemplated by this Agreement, and the applicable waiting period under section 123 of the Canada Competition Act has expired or has been terminated in accordance with the Competition Act, or (C) the obligation to give the requisite notice has been waived pursuant to paragraph 113(c) of the Canada Competition Act; and in the case of (B) or (C), MWV Orion and RockTenn Diamond have been advised in writing by the Commissioner that he does not, at such time, intend to make an application under section 92 of the Canada Competition Act in respect of the Mergers and the other transactions contemplated by this Agreement.