Common use of Takeover Statutes and Charter Provisions Clause in Contracts

Takeover Statutes and Charter Provisions. Assuming that neither RockTenn nor any of its “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of MWV, in each case as defined in Section 203 of the DGCL, the Board of Directors of MWV has taken all action necessary to render the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby. No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to MWV or any of its subsidiaries in connection with this Agreement, the Mergers or any of the other transactions contemplated hereby. As of the date hereof, there is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which MWV or any of its subsidiaries is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. Assuming that neither RockTenn Parent nor any of its “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of MWVthe Company, in each case as defined in Section 203 of the DGCL, the Board of Directors of MWV the Company has taken all action necessary to render the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated herebyTransactions. No As of the date of this Agreement, no “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to MWV the Company or any of its subsidiaries in connection with this Agreement, the Mergers Merger or any of the other transactions contemplated hereby. As of the date hereofof this Agreement, there is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which MWV the Company or any of its subsidiaries is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. Assuming that neither RockTenn nor none of ILG, Holdco, Ignite Merger Sub or any of its their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of MWVMVW, in each case as defined in Section 203 of the DGCL, the Board of Directors of MWV MVW has taken all action necessary to render the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby. No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to MWV MVW or any of its subsidiaries in connection with this Agreement, the Mergers Combination Transactions or any of the other transactions contemplated hereby. As of the date hereof, there There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which MWV MVW or any of its subsidiaries is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. Assuming that neither RockTenn nor any of its “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of MWV, in each case as defined in Section 203 of the DGCL, the Board of Directors of MWV has taken all action necessary to render the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby. No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to MWV or any of its subsidiaries in connection with this Agreement, the Mergers or any of the other transactions contemplated hereby. As of the date hereofOriginal Signing Date, there is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which MWV or any of its subsidiaries is subject, party or otherwise bound.