Section12.Non-Recourse. Except to the extent expressly set forth in this commitment letter or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this commitment letter, K-Z Evergreen acknowledges and agrees that (a)all claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this commitment letter, or the negotiation, execution or performance of this commitment letter (including any representation or warranty made in or in connection with this commitment letter or as an inducement to enter into this commitment letter), may be made only against the Family Stockholders and (b)no Non-Recourse Party shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this commitment letter or for any claim based on, in respect of, or by reason of this commitment letter or its negotiation or execution, and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Recourse Party. Recourse against the Family Stockholders pursuant to this commitment letter shall be the sole and exclusive remedy of K-Z Evergreen, Parent, Merger Sub and all of their respective Affiliates against the Family Stockholders and the other Non-Recourse Parties (other than K-Z Evergreen pursuant to the K-Z LLC Equity Commitment Letter) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the Transactions. Notwithstanding Parents and the Companys rights as third party beneficiary hereunder as contemplated by Section11 hereof, each of Parent and the Company is subject to this Section12 hereof to the same extent as K-Z Evergreen. Non-Recourse Parties are expressly intended as third party beneficiaries of this provision of this commitment letter.
Each of our businesses has a long heritage and a history of innovation and product development. Pactiv was originally part of Tenneco Packaging Inc. In November 1999, Tenneco Packaging Inc. (which was renamed Pactiv Corporation) was spun-off from Tenneco Inc. In November 2010, we acquired Pactiv and combined the Pactiv foodservice business with our Reynolds foodservice businesses in Pactiv and transferred Pactivs consumer products business to RCPI. In May 2011, we acquired Dopaco Inc., which was added to our Pactiv business, and have subsequently acquired and sold various smaller businesses. Beverage Merchandisings predecessor was established in 1946 when International Paper Company (IPC) entered the beverage packaging business. Over the years, the business was responsible for many breakthroughs in beverage carton packaging, including the introduction of PE coated cartons and barrier board technology. IPCs beverage packaging business included fresh beverage converting facilities, a fresh filling machine manufacturing facility and the Pine Bluff, Arkansas mill. In January 2007, we acquired IPCs beverage packaging business and renamed it Evergreen. In July 2007, Evergreen acquired Blue Ridge Paper Products, Inc.
•No. You will continue to be employees of Travelport. If the transaction is completed, Travelport will be owned by an affiliate of Siris and Evergreen. Similarly, eNett will continue as a majority- owned and controlled subsidiary of Travelport.
Our principal executive offices are located at 1900 W. Field Court, Lake Forest, Illinois, 60045 and our telephone number is (800) 879-5067. Our website is www.pactivevergreen.com. Our website and the information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which it forms a part.
We’ve had a busy few weeks hosting the customer and colleague sessions around the world with our prospective new owners, Siris and Evergreen. If you were able to attend one of the town halls we held in our larger office locations, I’m sure you would agree that they were engaging and informative sessions. Many of you have fed back that they were a great opportunity to understand more about Siris and Evergreen’s background and hear about why they are so interested in buying Travelport. I know that you weren’t all able to attend a session so we’ve created this short video to provide some insight into what was discussed.
This communication is being made in respect of the proposed transaction involving Cubic, Veritas and Evergreen. In connection with the proposed transaction, Cubic intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Cubic will mail or otherwise provide the definitive proxy statement and a proxy card to each shareholder of Cubic entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Cubic may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF CUBIC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT CUBIC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Cubic with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at Cubic’s website at www.cubic.com.