Common use of TopCo and Merger Subs Clause in Contracts

TopCo and Merger Subs. (i) As of the Closing Date, each of TopCo, MWV Merger Sub and RockTenn Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted. As of the date of the TopCo Formation or applicable Merger Sub Formation, as applicable, RockTenn has delivered to or made available to MWV certified copies of the applicable New Entity Organizational Documents. (ii) As of the Closing Date, each of TopCo, MWV Merger Sub and RockTenn Merger Sub (A) was formed solely for the purpose of entering into the transactions contemplate by this Agreement and (B) since the date of its formation, has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of an amendment to this Agreement as contemplated by Section 6.13, the performance of its obligations hereunder and matters ancillary thereto. (iii) As of the date of the TopCo Formation or applicable Merger Sub Formation, as applicable, and as of the Closing Date, (A) each of TopCo, MWV Merger Sub and RockTenn Merger Sub has all requisite corporate or other, as the case may be, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and (B) the execution and delivery of this Agreement by TopCo, MWV Merger Sub or RockTenn Merger Sub, as applicable, and the consummation by TopCo, MWV Merger Sub or RockTenn Merger Sub, as applicable, of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part thereof. (iv) As of the date of the TopCo Formation or applicable Merger Sub Formation, as applicable, and as of the Closing Date, the execution and delivery of this Agreement by each of TopCo, MWV Merger Sub and RockTenn Merger Sub does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement by each of TopCo, MWV Merger Sub and RockTenn Merger Sub 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 TopCo, MWV Merger Sub or RockTenn Merger Sub, as applicable, under the applicable New Entity Organizational Documents. (v) As of the date of the TopCo Formation and as of the Closing Date, (i) all outstanding shares of capital stock of TopCo are, and all shares of capital stock of TopCo that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and all outstanding shares of capital stock of TopCo are owned, directly or indirectly, by RockTenn, free and clear of any Lien, and (ii) (A) there are not issued or outstanding (I) any shares of capital stock or other voting securities of TopCo, (II) any securities of RockTenn or any of its subsidiaries convertible into or exchangeable or exercisable for, or based upon the value of, shares of capital stock or voting securities of TopCo or any of its subsidiaries or (III) any warrants, calls, options or other rights to acquire from RockTenn or any of its subsidiaries (including any subsidiary trust), or obligations of RockTenn or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for, or based upon the value of, capital stock or voting securities of TopCo or any of its subsidiaries, and (B) there are no outstanding obligations of RockTenn or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. (vi) As of the date of the applicable Merger Sub Formation and as of the Closing Date, all outstanding shares of capital stock of RockTenn Merger Sub and all limited liability company interests of MWV Merger Sub are, and all shares of capital stock of RockTenn Merger Sub or limited liability company interests of MWV Merger Sub that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and all outstanding shares and limited liability company interests are owned, directly or indirectly, by TopCo, free and clear of any Lien.

TopCo and Merger Subs. (ia) As of the Closing Date, each Each of TopCo, MWV Singer Merger Sub and RockTenn Xxxxxxxx Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the jurisdiction in which it is organized State of Delaware and has the requisite corporate or other power, as the case may be, power and authority to carry on its business as now being conducted. As of the date of the TopCo Formation or applicable Merger Sub Formation, as applicable, RockTenn Sequential has delivered to or made available to MWV MSLO certified copies of the applicable certificate of incorporation and bylaws for each of TopCo, Singer Merger Sub and Xxxxxxxx Merger Sub (the “New Entity Organizational Documents”). (iib) As of the Closing Date, each Each of TopCo, MWV Singer Merger Sub and RockTenn Xxxxxxxx Merger Sub (A) was formed solely for the purpose of entering into the transactions contemplate contemplated by this Agreement and (B) since the date of its formation, has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of an amendment to this Agreement as contemplated by Section 6.13Agreement, the performance of its obligations hereunder and matters ancillary thereto. (iiic) As of the date of the TopCo Formation or applicable Merger Sub Formation, as applicable, and as of the Closing Date, (A) each Each of TopCo, MWV Singer Merger Sub and RockTenn Xxxxxxxx Merger Sub has all requisite corporate or other, as the case may be, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and (B) the execution and delivery of this Agreement by TopCo, MWV Singer Merger Sub or RockTenn Xxxxxxxx Merger Sub, as applicable, and the consummation by TopCo, MWV Singer Merger Sub or RockTenn Xxxxxxxx Merger Sub, as applicable, of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part thereof. (ivd) As of the date of the TopCo Formation or applicable Merger Sub Formation, as applicable, and as of the Closing Date, the The execution and delivery of this Agreement by each of TopCo, MWV Singer Merger Sub and RockTenn Xxxxxxxx Merger Sub does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement by each of TopCo, MWV Singer Merger Sub and RockTenn Xxxxxxxx Merger Sub 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 TopCo, MWV Singer Merger Sub or RockTenn Xxxxxxxx Merger Sub, as applicable, under the applicable New Entity Organizational Documents. (ve) As of the date of the TopCo Formation this Agreement and as of immediately prior to the Closing DateSequential Effective Time, TopCo shall have no shares of capital stock issued and outstanding. (if) all All outstanding shares of capital stock of TopCo are, and all shares each of capital stock of TopCo that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and all outstanding shares of capital stock of TopCo are owned, directly or indirectly, by RockTenn, free and clear of any Lien, and (ii) (A) there are not issued or outstanding (I) any shares of capital stock or other voting securities of TopCo, (II) any securities of RockTenn or any of its subsidiaries convertible into or exchangeable or exercisable for, or based upon the value of, shares of capital stock or voting securities of TopCo or any of its subsidiaries or (III) any warrants, calls, options or other rights to acquire from RockTenn or any of its subsidiaries (including any subsidiary trust), or obligations of RockTenn or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for, or based upon the value of, capital stock or voting securities of TopCo or any of its subsidiaries, and (B) there are no outstanding obligations of RockTenn or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. (vi) As of the date of the applicable Merger Sub Formation and as of the Closing Date, all outstanding shares of capital stock of RockTenn Xxxxxxxx Merger Sub and all limited liability company interests of MWV Singer Merger Sub are, and all shares of capital stock of RockTenn each of Xxxxxxxx Merger Sub or limited liability company interests of MWV and Singer Merger Sub that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and all outstanding shares and limited liability company interests are owned, directly or indirectly, by TopCo, free and clear of any Lien.

TopCo and Merger Subs. (i) As of the Closing Date, each of TopCo, MWV Merger Sub and RockTenn Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted. As of the date that RockTenn caused TopCo to be formed as a wholly owned subsidiary of RockTenn organized under the laws of the State of Delaware and the applicable dates that TopCo Formation or applicable caused RockTenn Merger Sub Formationand MWV Merger Sub to be formed as wholly owned subsidiaries of TopCo organized under the laws of the State of Georgia and Delaware, respectively, as applicable, RockTenn has delivered to or made available to MWV certified copies of the applicable New Entity Organizational Documents. (ii) As of the Closing Date, each of TopCo, MWV Merger Sub and RockTenn Merger Sub (A) was formed solely for the purpose of entering into the transactions contemplate contemplated by this Agreement and (B) since the date of its formation, has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of an amendment to this Agreement as contemplated by Section 6.13Agreement, the performance of its obligations hereunder and matters ancillary thereto. (iii) As of the date of the TopCo Formation or applicable Merger Sub FormationInitial Amendment Date, as applicableof April 17, 2015 (the “Second Amendment Date”) and as of the Closing Date, (A) each of TopCo, MWV Merger Sub and RockTenn Merger Sub has all requisite corporate or other, as the case may be, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and (B) the execution and delivery of this Agreement by TopCo, MWV Merger Sub or RockTenn Merger Sub, as applicable, and the consummation by TopCo, MWV Merger Sub or RockTenn Merger Sub, as applicable, of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part thereof, other than, in each case, the approval of the MWV LLC Conversion by TopCo in its capacity as the sole stockholder of MWV Surviving Company. (iv) As of the date Initial Amendment Date, as of the TopCo Formation or applicable Merger Sub Formation, as applicable, Second Amendment Date and as of the Closing Date, the execution and delivery of this Agreement by each of TopCo, MWV Merger Sub and RockTenn Merger Sub does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement by each of TopCo, MWV Merger Sub and RockTenn Merger Sub 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 TopCo, MWV Merger Sub or RockTenn Merger Sub, as applicable, under the applicable New Entity Organizational Documents. (v) As of the date Initial Amendment Date, as of the TopCo Formation Second Amendment Date and as of the Closing Date, (i) all outstanding shares of capital stock of TopCo are, and all shares of capital stock of TopCo that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and all outstanding shares of capital stock of TopCo are owned, directly or indirectly, by RockTenn, free and clear of any Lien, and (ii) (A) there are not issued or outstanding (I) any shares of capital stock or other voting securities of TopCo, (II) any securities of RockTenn or any of its subsidiaries convertible into or exchangeable or exercisable for, or based upon the value of, shares of capital stock or voting securities of TopCo or any of its subsidiaries or (III) any warrants, calls, options or other rights to acquire from RockTenn or any of its subsidiaries (including any subsidiary trust), or obligations of RockTenn or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for, or based upon the value of, capital stock or voting securities of TopCo or any of its subsidiaries, and (B) there are no outstanding obligations of RockTenn or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. (vi) As of the date Initial Amendment Date, as of the applicable Merger Sub Formation Second Amendment Date and as of the Closing Date, all outstanding shares of capital stock of RockTenn Merger Sub and all limited liability company interests of MWV Merger Sub are, and all shares of capital stock of RockTenn Merger Sub or limited liability company interests of MWV Merger Sub that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and all outstanding shares and limited liability company interests are owned, directly or indirectly, by TopCo, free and clear of any Lien. (vii) TopCo has taken, and RockTenn has caused TopCo to take, all action necessary to cause this Agreement and the transactions contemplated by this Agreement, including the Mergers, to be approved and adopted, as applicable, by MWV Merger Sub and its sole member, and RockTenn Merger Sub and its sole shareholder, as applicable, for all required purposes under Applicable Law, except with respect to any action relating to the MWV LLC Conversion.