MWV definition
Examples of MWV in a sentence
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.
The Form S-4 and the Joint Proxy Statement shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by RockTenn with respect to statements made or incorporated by reference therein based on information supplied by MWV specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.
Each MWV Material Contract is valid and binding on MWV (or, to the extent a subsidiary of MWV is a party, such subsidiary) and is in full force and effect, and MWV and each subsidiary of MWV have in all material respects performed all obligations required to be performed by them to date under each MWV Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MWV.
WestRock MWV shall have no personal liability under the Ground Lease, and the liability of WestRock MWV under the Ground Lease is limited to the Mill Real Property.
TopCo shall, and RockTenn shall cause TopCo to, make available to the Exchange Agent, as needed, the Merger Consideration to be delivered in respect of the shares of MWV Common Stock and shares of RockTenn Common Stock.
TopCo shall take any actions necessary to facilitate the implementation of any changes to the MWV Equity Awards contemplated by Section 5.1(a) of the MWV Disclosure Letter.
To the knowledge of MWV, no third party has interfered with, infringed upon, misappropriated, diluted, violated or otherwise come into conflict with any Intellectual Property rights of MWV or any of its subsidiaries, except for interferences, infringements, misappropriations, dilutions or violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MWV.
Each of the MWV Stockholder Approval and the RockTenn Shareholder Approval shall have been obtained.
The Mergers shall become effective at such time on the Closing Date as RockTenn and MWV shall agree and specify in both the RockTenn Certificate of Merger and the MWV Certificate of Merger (such time as the Mergers become effective being the “Effective Time”).
MWV and RockTenn shall pay on behalf of those persons holding MWV Common Stock and RockTenn Common Stock, respectively, immediately prior to the Effective Time any real estate transfer Taxes payable by such persons in connection with the Merger.