Examples of RockTenn Merger in a sentence
None of MWV, RockTenn, TopCo, MWV Merger Sub, the MWV Surviving Company, RockTenn Merger Sub, the RockTenn Surviving Corporation or the Exchange Agent shall be liable to any person in respect of any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
The execution and delivery of this Agreement by RockTenn and the consummation by RockTenn of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of RockTenn, subject in the case of the RockTenn Merger to the RockTenn Shareholder Approval.
The RockTenn Merger shall have the effects set forth in of the applicable provisions of the GBCC.
No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, “Restraints”) shall be in effect preventing the consummation of the MWV Merger or the RockTenn Merger.
At the Effective Time, TopCo shall take all corporate actions to reserve, and shall reserve, for issuance a sufficient number of shares of TopCo Common Stock to deliver the aggregate RockTenn Merger Consideration that would have been issued in respect of the Reserved RockTenn Common Stock if each share of Reserved RockTenn Common Stock had been converted into one share of TopCo Common Stock pursuant to Section 3.1(a).
Following the Effective Time, the separate corporate existence of RockTenn Merger Sub shall cease, and RockTenn shall continue as the surviving corporation in the RockTenn Merger and shall succeed to and assume all the rights, privileges, immunities, properties, powers and franchises of RockTenn Merger Sub in accordance with the GBCC.
Thereafter, MWV, on the one hand, and RockTenn, TopCo, MWV Merger Sub and RockTenn Merger Sub, on the other hand, shall consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other, such consent not to be unreasonable withheld, conditioned or delayed.
Each of MWV, RockTenn and their respective subsidiaries shall use all reasonable efforts to cause (a) the MWV Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (b) the RockTenn Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code and (c) the delivery of the opinions of counsel referred to in Sections 7.2(d) and 7.3(d).
If a decision is taken not to do so, a written record should be maintained of the reasons why.
MWV, on the one hand, and RockTenn, TopCo, MWV Merger Sub and RockTenn Merger Sub, on the other hand, shall consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other, such consent not to be unreasonable withheld, conditioned or delayed.