Common use of Entity Formation Clause in Contracts

Entity Formation. (a) As promptly as practicable following the date hereof, RockTenn shall take all action necessary, in accordance with Applicable Law, to form (the “TopCo Formation”), as sole stockholder, a corporation organized under the laws of the State of Delaware (the “TopCo”) with the Certificate of Incorporation and By-laws of TopCo (the “TopCo Organizational Documents”) substantially in the form as shall be mutually agreed upon by MWV and RockTenn. Immediately following the TopCo Formation, (a) the parties hereto shall cause this Agreement to be amended to add TopCo as a party to this Agreement as if an original party hereto by executing such amendment and (b) each of RockTenn and TopCo shall take all action necessary to cause this Agreement (as amended) and the transactions contemplated by this Agreement, including the Mergers, to be approved and adopted, as applicable, by TopCo and its sole stockholder for all required purposes under Applicable Law. (b) As promptly as practicable following the TopCo Formation, TopCo shall, and RockTenn shall cause TopCo to, take all action necessary, in accordance with Applicable Law, to form, as (i) sole member, a limited liability company organized under the laws of the State of Delaware (“MWV Merger Sub”), with the Certificate of Formation and Limited Liability Company Agreement of MWV Merger Sub (the “MWV Merger Sub Organizational Documents”) substantially in the form as shall be mutually agreed upon by MWV and RockTenn, and (ii) sole shareholder, a corporation organized under the laws of the State of Georgia (“RockTenn Merger Sub” and, together with MWV Merger Sub, the “Merger Subs”), with the Articles of Incorporation and By-laws of RockTenn Merger Sub (together with the TopCo Organizational Documents and the MWV Merger Sub Organizational Documents, the “New Entity Organizational Documents”) substantially in the form as shall be mutually agreed upon by MWV and RockTenn (each, a “Merger Sub Formation”). MWV Merger Sub shall not make an election to be treated as a corporation for United States federal income tax purposes. Immediately following each Merger Sub Formation, (A) the parties hereto shall cause this Agreement to be amended to add the Merger Subs as parties hereto and each Merger Sub shall become a constituent corporation in its respective Merger and (B) TopCo shall, and RockTenn shall cause TopCo to, take all action necessary to cause this Agreement (as amended) 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.