Common use of Capital Stock and Other Matters Clause in Contracts

Capital Stock and Other Matters. (a) The authorized capital stock of Del Monte consists of 500,000,000 shares of Del Monte Common Stock, par value $0.01 per share, and 2,000,000 shares of preferred stock, par value $0.01 per share ("Del Monte Preferred Stock"). At the close of business on June 10, 2002, (i) (A) 52,299,442 shares of Del Monte Common Stock (excluding shares held by Del Monte as treasury shares) were issued and outstanding, 8,122,882 shares of Del Monte Common Stock were reserved for issuance pursuant to the Del Monte Stock Plans and options to purchase 5,473,139 shares of Del Monte Common Stock were outstanding and (B) no shares of Del Monte Preferred Stock were outstanding, (ii) no shares of Del Monte Common Stock were held by Del Monte in its treasury, and (iii) no bonds, debentures, notes or other indebtedness of Del Monte or any of its Subsidiaries having the right to vote (or convertible into securities having the right to vote) on any matters on which holders of shares of capital stock of Del Monte (including Del Monte Common Stock) may vote ("Del Monte Voting Debt") were issued or outstanding. All outstanding shares of Del Monte Common Stock are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights. Except as set forth in this Section 5.2, there are not outstanding (i) any shares of capital stock of Del Monte, Del Monte Voting Debt, Del Monte Common Stock or other voting securities of Del Monte, (ii) any securities of Del Monte or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Del Monte, Del Monte Voting Debt, Del Monte Common Stock or other voting securities of Del Monte or (iii) any options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than this Agreement and

Capital Stock and Other Matters. (a) The As of the date of this Agreement, the authorized capital stock of Del Monte Heinz consists of 500,000,000 600,000,000 shares of Del Monte Heinz Common Stock and 2,210,931 shares of Third Cumulative Preferred Stock, par value $0.01 per share, and 2,000,000 shares of preferred stock, par value $0.01 10 per share ("Del Monte Third Cumulative Preferred Stock"). At the close of business on June 10, 2002, (i) (A) 52,299,442 350,915,017 shares of Del Monte Heinz Common Stock (excluding shares held by Del Monte Heinz as treasury shares) were issued and outstanding, 8,122,882 8,032,878 shares of Del Monte Heinz Common Stock were reserved for issuance pursuant to the Del Monte Heinz Stock Plans and options to purchase 5,473,139 31,102,865 shares of Del Monte Heinz Common Stock pursuant to the Heinz Stock Plans were outstanding and (B) no 10,931 shares of Del Monte Third Cumulative Preferred Stock of Heinz were outstanding, issued and outstanding and (ii) no 80,181,468 shares of Del Monte Heinz Common Stock were held by Del Monte Heinz in its treasury, and (iii) no bonds, debentures, notes or other indebtedness of Del Monte or any of its Subsidiaries having the right to vote (or convertible into securities having the right to vote) on any matters on which holders of shares of capital stock of Del Monte (including Del Monte Common Stock) may vote ("Del Monte Voting Debt") were issued or outstanding. All outstanding shares of Del Monte Heinz Common Stock are, and all shares thereof which may be issued after the date of this Agreement and prior to the Effective Time will be, when issued, duly authorized, authorized validly issued, fully paid and not subject to preemptive rights. Except as set forth in this Section 5.23.2, as of the date of this Agreement, there are not outstanding (i) any shares of capital stock of Del Monte, Del Monte Voting Debt, Del Monte Heinz or Heinz Common Stock or other voting securities of Del MonteStock, (ii) any securities of Del Monte Heinz or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Del Monte, Del Monte Voting Debt, Del Monte Heinz or Heinz Common Stock or other voting securities of Del Monte or (iii) any options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than this Agreement andand certain other Transaction Agreements) to which Heinz or any of its Subsidiaries is a party or by which Heinz or any of its Subsidiaries will be bound obligating Heinz or any of its Subsidiaries to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, or otherwise relating to, shares of capital stock of Heinz or Heinz Common Stock or obligating Heinz or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, commitment or Contract, other than shares issued since June 10, 2002 (A) upon the exercise of outstanding options or the conversion of shares of Third Cumulative Preferred Stock or (B) in accordance with Heinz's Direct Purchase Plan (and dividend reinvestment option therein).

Capital Stock and Other Matters. (a) The As of the date hereof, the authorized capital stock of Del Monte ILG consists of 500,000,000 300,000,000 shares of Del Monte ILG Common Stock, par value $0.01 per share, Stock and 2,000,000 25,000,000 shares of preferred stock, par value $0.01 per share ("Del Monte Preferred Stock")stock of ILG. At the close of business on June 10October 25, 20022015, (i) (A) 52,299,442 57,490,609 shares of Del Monte ILG Common Stock (excluding shares held by Del Monte as treasury shares) were issued and outstanding, 8,122,882 ; (ii) 4,314,440 shares of Del Monte ILG Common Stock were reserved for issuance pursuant to the Del Monte ILG Stock Plans and options to purchase 5,473,139 Plans, of which 913,668 shares of Del Monte ILG Common Stock were subject to outstanding and (B) no ILG PSU Awards, zero shares of Del Monte Preferred ILG Common Stock were outstandingissuable upon exercise of ILG Stock Options, (ii) no 758,233 shares of Del Monte ILG Common Stock were subject to outstanding ILG RSU Awards and 50,920 shares were subject to outstanding non-employee director deferred share units; (iii) 2,363,324 shares of ILG Common Stock were held by Del Monte ILG in its treasury, treasury or by its Subsidiaries; (iv) no shares of preferred stock of ILG were issued and outstanding and (iiiv) no 100,000 shares of Series A Junior Participating Preferred Stock, par value $0.01 per share were reserved for issuance in connection with the exercise of rights issued pursuant to the ILG Rights Agreement. All of the issued and outstanding shares of ILG Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. (b) No bonds, debentures, notes or other indebtedness of Del Monte ILG or any of its the ILG Subsidiaries having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of shares of capital stock of Del Monte ILG (including Del Monte ILG Common Stock) may vote ("Del Monte “ILG Voting Debt"”) were are, or as of the Effective Time will be, issued or outstanding. All outstanding . (c) As of the date hereof, the authorized capital stock of Merger Sub consists of 100 shares of Del Monte Merger Sub Common Stock are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights. Stock. (d) Except in connection with the Merger or as set forth otherwise provided for in this Section 5.2the Transaction Documents, there are not outstanding no (i) any shares of capital stock of Del Monteoutstanding options, Del Monte Voting Debtwarrants, Del Monte Common Stock rights or other voting securities of Del Monte, (ii) any securities of Del Monte or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Del MonteILG, Del Monte Voting Debtor any other commitments or agreements providing for the issuance, Del Monte Common Stock sale, repurchase or other voting securities redemption of Del Monte shares of capital stock of ILG, (ii) agreements of any kind which may obligate ILG to issue, purchase, redeem or otherwise acquire any of its shares of capital stock or (iii) any optionsvoting trusts, warrants, calls, rights (including preemptive rights), commitments proxies or other Contracts (other than this Agreement andagreements or understandings with respect to the voting shares of capital stock of ILG.

Capital Stock and Other Matters. (a) The As of the date hereof, the authorized capital stock of Del Monte Grizzly consists of 500,000,000 100,000,000 shares of Del Monte Grizzly Common Stock, par value $0.01 per share, Stock and 2,000,000 75,000,000 shares of preferred stock, par value $0.01 per share ("Del Monte Preferred Stock")stock of Grizzly. At the close of business on June 10July 18, 20022012, (i) (A) 52,299,442 34,279,165 shares of Del Monte Grizzly Common Stock (excluding shares held by Del Monte as treasury shares) were issued and outstanding, 8,122,882 ; (ii) 2,456,096 shares of Del Monte Grizzly Common Stock were reserved for issuance pursuant to the Del Monte Grizzly Stock Plans and options to purchase 5,473,139 shares of Del Monte Common Stock were outstanding and Plan; (Biii) no shares of Del Monte Preferred Stock were outstanding, (ii) no shares of Del Monte Grizzly Common Stock were held by Del Monte Grizzly in its treasury, treasury or by its Subsidiaries; and (iiiiv) no shares of preferred stock of Grizzly were issued and outstanding. All of the issued and outstanding shares of Grizzly Common Stock are validly issued, fully paid and nonassessable and free of preemptive rights. (b) No bonds, debentures, notes or other indebtedness of Del Monte Grizzly or any of its the Grizzly Subsidiaries having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of shares of capital stock of Del Monte Grizzly (including Del Monte Grizzly Common Stock) may vote ("Del Monte “Grizzly Voting Debt"”) were are, or as of the Effective Time will be, issued or outstanding. All outstanding . (c) As of the date hereof, the authorized capital stock of Merger Sub consists of one hundred (100) shares of Del Monte Merger Sub Common Stock are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights. Stock. (d) Except as set forth in this Section 5.27.2(a), there are not no outstanding securities, options, warrants, convertible securities, calls, rights, commitments, agreements, arrangements, undertakings or Contracts of any kind to which Grizzly or any of the Grizzly Subsidiaries is a party or by which any of them is bound obligating Grizzly or any of the Grizzly Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Grizzly Common Stock, Grizzly Voting Debt or other voting securities of Grizzly or any of the Grizzly Subsidiaries or obligating Grizzly or any of the Grizzly Subsidiaries to issue, grant, extend, redeem, acquire or enter into any such security, option, warrant, convertible security, call, right, commitment, agreement, arrangement, undertaking or Contract. (ie) There are no stockholder agreements, voting trusts or other Contracts to which Grizzly is a party or by which it is bound relating to voting or transfer of any shares of capital stock of Del Monte, Del Monte Voting Debt, Del Monte Common Stock or other voting securities of Del Monte, (ii) any securities of Del Monte or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Del Monte, Del Monte Voting Debt, Del Monte Common Stock or other voting securities of Del Monte or (iii) any options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than this Agreement andGrizzly.

Capital Stock and Other Matters. (a) The As of the date hereof, the authorized capital stock of Del Monte Parent consists of 500,000,000 120,000,000 shares of Del Monte Parent Common Stock, par value $0.01 per share, Stock and 2,000,000 100,000 shares of preferred stock, par value $0.01 1.00 per share share, of Parent ("Del Monte “Parent Preferred Stock"”). As of the Closing, following the Parent Charter Amendment (and assuming receipt of the requisite approval thereof by Parent’s shareholders), the authorized capital stock of Parent shall consist of 315,000,000 shares of Parent Common Stock and 100,000 shares of Parent Preferred Stock. At the close of business on June 10December 9, 2002, 2021: (i) (A) 52,299,442 107,754,048 shares of Del Monte Parent Common Stock (excluding shares held by Del Monte as treasury shares) were issued and outstanding, 8,122,882 ; (ii) 5,691,520 shares of Del Monte Parent Common Stock were reserved for issuance pursuant to the Del Monte Parent Stock Plans and options to purchase 5,473,139 Plans, of which 3,066,342 shares of Del Monte Parent Common Stock were issuable upon exercise of outstanding Parent Options; (iii) 212,837 shares of Parent Common Stock were issuable upon the vesting and settlement of Parent RSU Awards; (Biv) no shares of Del Monte Preferred Parent Common Stock were outstandingissuable upon the vesting and settlement of Parent Performance Unit Awards; (v) 1,000,000 shares of Parent Common Stock are reserved for issuance pursuant to Parent’s 2021 Employee Stock Purchase Plan (the “Parent ESPP”), of which 23,854 are subject to outstanding purchase rights; (iivi) no shares of Del Monte Parent Common Stock were held by Del Monte Parent in its treasurytreasury or by its Subsidiaries; and (vii) no shares of Parent Preferred Stock were issued and outstanding. All of the issued and outstanding shares of Parent Common Stock have been, and all shares of Parent Common Stock issued pursuant to the Merger will be at Closing duly authorized and validly issued, fully paid and nonassessable and have not been, issued in violation of any preemptive or similar rights. (iiib) no No bonds, debentures, notes or other indebtedness of Del Monte Parent or any of its the Parent Subsidiaries having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of shares of capital stock of Del Monte Parent (including Del Monte Parent Common Stock) may vote ("Del Monte “Parent Voting Debt"”) were are, or as of the Effective Time will be, issued or outstanding. All outstanding . (c) As of the date hereof, the authorized capital stock of Merger Sub consists of 100 shares of Del Monte Merger Sub Common Stock are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights. Stock. (d) Except as expressly set forth in this Section 5.2paragraph (a) above, or in connection with the Merger, as of the date hereof, there are not outstanding no (i) any shares of capital stock of Del Monteoutstanding options, Del Monte Voting Debtwarrants, Del Monte Common Stock rights or other voting securities of Del Monte, (ii) any securities of Del Monte or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Del MonteParent, Del Monte Voting Debtor any other commitments or agreements providing for the issuance, Del Monte Common Stock sale, repurchase or other voting securities redemption of Del Monte shares of capital stock of Parent, (ii) agreements of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its shares of capital stock or (iii) any optionsvoting trusts, warrants, calls, rights (including preemptive rights), commitments proxies or other Contracts (other than this Agreement andagreements or understandings with respect to the voting shares of capital stock of Parent.

Capital Stock and Other Matters. (a) The authorized capital stock of Del Monte PPC consists of 500,000,000 100,000,000 shares of Del Monte PPC Common Stock, par value $0.01 per share, Stock and 2,000,000 10,000,000 shares of preferred stock, par value $0.01 per share ("Del Monte PPC Preferred Stock"). At the close of business on June 10, 2002Distribution Date, (i) (A) 52,299,442 there will be issued and outstanding 47,669,227 shares of Del Monte PPC Common Stock (excluding shares held by Del Monte as treasury shares) were issued and outstanding, 8,122,882 the number of outstanding shares of Del Monte Pennzoil Common Stock were reserved as of April 13, 1998, as adjusted on a one-for-one basis for issuance pursuant to any increase or decrease in the Del Monte Stock Plans and options to purchase 5,473,139 number of outstanding shares of Del Monte Pennzoil Common Stock were outstanding and (B) no shares after such date, in accordance with the terms of Del Monte Preferred Stock were outstanding, this Agreement); (ii) no shares of Del Monte PPC Common Stock were will be held by Del Monte PPC in its treasury, ; (iii) no shares of PPC Preferred Stock will be issued and outstanding; and (iiiiv) no bonds, debentures, notes or other indebtedness of Del Monte PPC or any of its Subsidiaries having the right to vote (or convertible into securities having the right to vote) on any matters on which holders of shares of capital stock of Del Monte PPC (including Del Monte PPC Common Stock) may vote ("Del Monte PPC Voting Debt") were will be issued or outstanding. All outstanding None of such shares of Del Monte PPC Common Stock are, and all shares thereof which may will be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights. Except as set forth in this Section 5.24.2 or contemplated by Section 7.3(d), there are not now outstanding, nor will there be outstanding at the Effective Time, (i) any shares of capital stock of Del MontePPC, Del Monte PPC Voting Debt, Del Monte Common Stock Debt or other voting securities of Del MontePPC, (ii) any securities of Del Monte PPC or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Del MontePPC, Del Monte PPC Voting Debt, Del Monte Common Stock Debt or other voting securities of Del Monte PPC or PPC Common Stock or (iii) except as specified in Section 6.7, the Employee Benefits Agreement, Section 4.2 of the PPC Disclosure Schedule or in the PPC 1998 Incentive Plan in the form of EXHIBIT E attached hereto, any options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than this Agreement andcertain Transaction Agreements) to which PPC or any of its Subsidiaries is a party or by which PPC or any of its Subsidiaries will be bound obligating PPC or any of its Subsidiaries to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, or otherwise relating to, shares of capital stock of PPC or any PPC Voting Debt or other voting securities of PPC or any of its Subsidiaries or obligating PPC or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, commitment or Contract. There are no stockholder agreements, voting trusts or other Contracts (other than the Distribution Agreement) to which PPC is a party or by which it is bound relating to the voting or transfer of any shares of capital stock of PPC. The authorized capital stock of Merger Sub will consist of 1,000 shares of common stock, all of which, immediately prior to the Distribution Date, will be owned by PPC.

Capital Stock and Other Matters. (a) The As of the Execution Date, the authorized capital stock of Del Monte ILG consists of 500,000,000 300,000,000 shares of Del Monte ILG Common Stock, par value $0.01 per share, Stock and 2,000,000 25,000,000 shares of preferred stock, par value $0.01 per share ("Del Monte Preferred Stock")stock of ILG. At the close of business on June 10October 25, 20022015, (i) (A) 52,299,442 57,490,609 shares of Del Monte ILG Common Stock (excluding shares held by Del Monte as treasury shares) were issued and outstanding, 8,122,882 ; (ii) 4,314,440 shares of Del Monte ILG Common Stock were reserved for issuance pursuant to the Del Monte ILG Stock Plans and options to purchase 5,473,139 Plans, of which 913,668 shares of Del Monte ILG Common Stock were subject to outstanding and (B) no ILG PSU Awards, zero shares of Del Monte Preferred ILG Common Stock were outstandingissuable upon exercise of ILG Stock Options, (ii) no 758,233 shares of Del Monte ILG Common Stock were subject to outstanding ILG RSU Awards and 50,920 shares were subject to outstanding non-employee director deferred share units; (iii) 2,363,324 shares of ILG Common Stock were held by Del Monte ILG in its treasury, treasury or by its Subsidiaries; (iv) no shares of preferred stock of ILG were issued and outstanding and (iiiv) no 100,000 shares of Series A Junior Participating Preferred Stock, par value $0.01 per share were reserved for issuance in connection with the exercise of rights issued pursuant to the ILG Rights Agreement. All of the issued and outstanding shares of ILG Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. (b) No bonds, debentures, notes or other indebtedness of Del Monte ILG or any of its the ILG Subsidiaries having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of shares of capital stock of Del Monte ILG (including Del Monte ILG Common Stock) may vote ("Del Monte “ILG Voting Debt"”) were are, or as of the Effective Time will be, issued or outstanding. All outstanding . (c) As of the Execution Date, the authorized capital stock of Merger Sub consists of 100 shares of Del Monte Merger Sub Common Stock are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights. Stock. (d) Except in connection with the Merger or as set forth otherwise provided for in this Section 5.2the Transaction Documents, there are not outstanding no (i) any shares of capital stock of Del Monteoutstanding options, Del Monte Voting Debtwarrants, Del Monte Common Stock rights or other voting securities of Del Monte, (ii) any securities of Del Monte or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Del MonteILG, Del Monte Voting Debtor any other commitments or agreements providing for the issuance, Del Monte Common Stock sale, repurchase or other voting securities redemption of Del Monte shares of capital stock of ILG, (ii) agreements of any kind which may obligate ILG to issue, purchase, redeem or otherwise acquire any of its shares of capital stock or (iii) any optionsvoting trusts, warrants, calls, rights (including preemptive rights), commitments proxies or other Contracts (other than this Agreement andagreements or understandings with respect to the voting shares of capital stock of ILG.

Capital Stock and Other Matters. (a) The As of the date hereof, the authorized capital stock of Del Monte Chicago consists of 500,000,000 750,000,000 shares of Del Monte Chicago Common Stock, par value $0.01 per share, Stock and 2,000,000 1,000,000 shares of preferred stock, par value $0.01 per share ("Del Monte Preferred Stock")stock of Chicago. At the close of business on June 10May 20, 2002, 2016: (i) (A) 52,299,442 138,678,874 shares of Del Monte Chicago Common Stock (excluding shares held by Del Monte as treasury shares) were issued and outstanding, 8,122,882 ; (ii) 41,600,000 shares of Del Monte Chicago Common Stock were reserved for issuance pursuant to the Del Monte Chicago Stock Plans and options to purchase 5,473,139 Plans, of which 2,313,177 shares of Del Monte Chicago Common Stock were subject to outstanding and (B) no Chicago PSU Awards, 4,362,150 shares of Del Monte Preferred Chicago Common Stock were outstandingissuable upon exercise of Chicago Options, (ii) no 807,442 shares of Del Monte Chicago Common Stock were subject to outstanding Chicago RSU Awards and 49,740 shares were subject to outstanding non-employee director restricted share units; (iii) 10,409,150 shares of Chicago Common Stock were held by Del Monte Chicago in its treasurytreasury or by its Subsidiaries; and (iv) no shares of preferred stock of Chicago were issued and outstanding. All of the issued and outstanding shares of Chicago Common Stock have been, and all shares issued in connection with the Chicago Share Issuance will be, duly authorized and validly issued, are fully paid and nonassessable and have not been, or will not be, issued in violation of any preemptive or similar rights. (iiib) no No bonds, debentures, notes or other indebtedness of Del Monte Chicago or any of its the Chicago Subsidiaries having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of shares of capital stock of Del Monte Chicago (including Del Monte Chicago Common Stock) may vote ("Del Monte “Chicago Voting Debt"”) were are, or as of the Effective Time will be, issued or outstanding. All outstanding . (c) As of the date hereof, the authorized capital stock of Merger Sub consists of 100 shares of Del Monte Merger Sub Common Stock are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights. Stock. (d) Except as expressly set forth in this Section 5.2paragraph (a) above, or in connection with the Merger, there are not outstanding no (i) any shares of capital stock of Del Monteoutstanding options, Del Monte Voting Debtwarrants, Del Monte Common Stock rights or other voting securities of Del Monte, (ii) any securities of Del Monte or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Del MonteChicago, Del Monte Voting Debtor any other commitments or agreements providing for the issuance, Del Monte Common Stock sale, repurchase or other voting securities redemption of Del Monte shares of capital stock of Chicago, (ii) agreements of any kind which may obligate Chicago to issue, purchase, redeem or otherwise acquire any of its shares of capital stock, or (iii) any optionsvoting trusts, warrants, calls, rights (including preemptive rights), commitments proxies or other Contracts (other than this Agreement andagreements or understandings with respect to the voting shares of capital stock of Chicago.