Common use of Votes Required Clause in Contracts

Votes Required. The only approvals or consents of the holders of any class or series of capital stock necessary to adopt this Agreement and the Transaction Agreements and to approve the Merger and the Transactions is the affirmative vote of IP, as the sole stockholder of Spinco (the “Spinco Stockholder Approval”), and the affirmative vote of IP, as the sole member of xpedx Intermediate (“the “xpedx Intermediate Member Approval”), which Spinco and xpedx Intermediate shall obtain by written consent pursuant to Section 228 of the DGCL and Section 18-302 of the DLLCA, as applicable, on the date hereof immediately following the execution and delivery of this Agreement. Upon such adoption, the approval of the holders of Spinco Common Stock after the Distribution Date will not be required to effect the Transactions. The approval of IP Stockholders is not required to effect the Transactions, including the issuance of shares of Spinco Common Stock in the Merger, and, other than as set forth in this Section 5.18(b), no other corporate or other proceedings are necessary to adopt or approve this Agreement, the Transaction Agreements or to consummate the Merger or the Transactions.