Common use of Capital Stock and Other Matters Clause in Contracts

Capital Stock and Other Matters. As of the date of this Agreement, the authorized capital stock of Heinz consists of 600,000,000 shares of Heinz Common Stock and 2,210,931 shares of Third Cumulative Preferred Stock, par value $10 per share ("Third Cumulative Preferred Stock"). At the close of business on June 10, 2002, (i) (A) 350,915,017 shares of Heinz Common Stock (excluding shares held by Heinz as treasury shares) were issued and outstanding, 8,032,878 shares of Heinz Common Stock were reserved for issuance pursuant to the Heinz Stock Plans and options to purchase 31,102,865 shares of Heinz Common Stock pursuant to the Heinz Stock Plans were outstanding and (B) 10,931 shares of Third Cumulative Preferred Stock of Heinz were issued and outstanding and (ii) 80,181,468 shares of Heinz Common Stock were held by Heinz in its treasury. All outstanding shares of 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 validly issued, fully paid and not subject to preemptive rights. Except as set forth in this Section 3.2, as of the date of this Agreement, there are not outstanding (i) any shares of capital stock of Heinz or Heinz Common Stock, (ii) any securities of Heinz or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Heinz or Heinz Common Stock or (iii) any options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than this Agreement and 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. As of the date of this Agreement, the The authorized capital stock of Heinz PPC consists of 600,000,000 100,000,000 shares of Heinz PPC Common Stock and 2,210,931 10,000,000 shares of Third Cumulative PPC Preferred Stock, par value $10 per share ("Third Cumulative Preferred Stock"). At the close of business on June 10, 2002Distribution Date, (i) (A) 350,915,017 there will be issued and outstanding 47,669,227 shares of Heinz PPC Common Stock (excluding the number of outstanding shares of Pennzoil Common Stock as of April 13, 1998, as adjusted on a one-for-one basis for any increase or decrease in the number of outstanding shares of Pennzoil Common Stock after such date, in accordance with the terms of this Agreement); (ii) no shares of PPC Common Stock will be held by Heinz as treasury sharesPPC in its treasury; (iii) were no shares of PPC Preferred Stock will be issued and outstanding; and (iv) no bonds, 8,032,878 debentures, notes or other indebtedness of 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 Heinz capital stock of PPC (including PPC Common Stock) may vote ("PPC Voting Debt") will be issued or outstanding. None of such shares of PPC Common Stock were reserved for issuance pursuant to the Heinz Stock Plans and options to purchase 31,102,865 shares of Heinz Common Stock pursuant to the Heinz Stock Plans were outstanding and (B) 10,931 shares of Third Cumulative Preferred Stock of Heinz were issued and outstanding and (ii) 80,181,468 shares of Heinz Common Stock were held by Heinz in its treasury. All outstanding shares of Heinz Common Stock are, and all shares thereof which may will be issued after the date of this Agreement and prior to the Effective Time will be, when issued, duly authorized validly issued, fully paid and not subject to preemptive rights. Except as set forth in this Section 3.2, as of the date of this Agreement4.2 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 Heinz PPC, PPC Voting Debt or Heinz Common Stockother voting securities of PPC, (ii) any securities of Heinz PPC or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Heinz PPC, PPC Voting Debt or Heinz other voting securities of 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 and certain other Transaction Agreements) to which Heinz PPC or any of its Subsidiaries is a party or by which Heinz PPC or any of its Subsidiaries will be bound obligating Heinz 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 Heinz PPC or Heinz Common Stock any PPC Voting Debt or other voting securities of PPC or any of its Subsidiaries or obligating Heinz 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 shares issued since June 10, 2002 (Athe Distribution Agreement) upon to which PPC is a party or by which it is bound relating to the exercise voting or transfer of outstanding options or the conversion of any shares of Third Cumulative Preferred Stock or (B) in accordance with Heinz's Direct Purchase Plan (and dividend reinvestment option therein)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. As of the date of this Agreement, the The authorized capital stock of Heinz the Company consists of 600,000,000 70,000,000 shares of Heinz Company Common Stock and 2,210,931 20,000,000 shares of Third Cumulative Company Preferred Stock, par value $10 per share ("Third Cumulative Preferred Stock"). At the close of business on June 10September 9, 20022005, (i) (A) 350,915,017 35,615,400 shares of Heinz Company Common Stock (excluding shares held by Heinz as treasury shares) were issued and outstanding, 8,032,878 including 2,267,270 shares of Heinz restricted stock issued to employees pursuant to the Company’s Equity Participation Plan, and 2,000,000 shares of Company Common Stock were reserved for issuance pursuant as restricted stock or upon the exercise of stock options granted or that may be granted under the Company’s Stock Incentive Plan, and none of such shares have been issued as restricted stock and 807,960 of such shares are subject to the Heinz Stock Plans stock options that have been granted to employees and options to purchase 31,102,865 shares of Heinz Common Stock pursuant to the Heinz Stock Plans were outstanding and (B) 10,931 shares of Third Cumulative Preferred Stock of Heinz were issued and outstanding and directors; (ii) 80,181,468 no shares of Heinz Company Common Stock were held by Heinz the Company in its treasurytreasury or by its Subsidiaries; (iii) no shares of Company Preferred Stock were issued and outstanding; and (iv) no bonds, debentures, notes or other indebtedness of the Company 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 the Company may vote (“Company Voting Debt”) were issued or outstanding. All of the issued and outstanding shares of Heinz Company 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 are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth in this Section 3.2, as of the date of this Agreement5.2, there are not no outstanding (i) any shares of capital stock of Heinz or Heinz Company Common Stock, Company Voting Debt or other voting securities of the Company, (ii) any securities of Heinz the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock stock, Company Voting Debt or other voting securities of Heinz or Heinz Common Stock the Company or (iii) any except as specified in Section 2.9, options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than this Agreement and certain other Transaction Agreements) to which Heinz the Company or any of its Subsidiaries is a party or by which Heinz the Company or any of its Subsidiaries will be is bound obligating Heinz the Company 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 the Company or any of its Subsidiaries or any Company Voting Debt or other voting securities of the Company or any of its Subsidiaries or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, right, commitment or Contract. There are no stockholder agreements, voting trusts or other than shares issued since June 10, 2002 (A) upon Contracts to which the exercise Company is a party or by which it is bound relating to the voting or transfer of outstanding options or the conversion of any shares of Third Cumulative Preferred Stock capital stock of the Company. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $.0001 per share, all of which are owned by the Company. Each outstanding share of capital stock of Merger Sub is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the voting rights of the Company or (B) in accordance with Heinz's Direct Purchase Plan (such Company Subsidiary, charges and dividend reinvestment option therein)other encumbrances of any nature whatsoever.

Capital Stock and Other Matters. As of the date of this Agreement, the The authorized capital stock of Heinz the Company consists of 600,000,000 70,000,000 shares of Heinz Company Common Stock and 2,210,931 20,000,000 shares of Third Cumulative Company Preferred Stock, par value $10 per share ("Third Cumulative Preferred Stock"). At the close of business on June 10September 9, 20022005, (i) (A) 350,915,017 35,615,400 shares of Heinz Company Common Stock (excluding shares held by Heinz as treasury shares) were issued and outstanding, 8,032,878 including 2,267,270 shares of Heinz restricted stock issued to employees pursuant to the Company's Equity Participation Plan, and 2,000,000 shares of Company Common Stock were reserved for issuance pursuant as restricted stock or upon the exercise of stock options granted or that may be granted under the Company's Stock Incentive Plan, and none of such shares have been issued as restricted stock and 807,960 of such shares are subject to the Heinz Stock Plans stock options that have been granted to employees and options to purchase 31,102,865 shares of Heinz Common Stock pursuant to the Heinz Stock Plans were outstanding and (B) 10,931 shares of Third Cumulative Preferred Stock of Heinz were issued and outstanding and directors; (ii) 80,181,468 no shares of Heinz Company Common Stock were held by Heinz the Company in its treasurytreasury or by its Subsidiaries; (iii) no shares of Company Preferred Stock were issued and outstanding; and (iv) no bonds, debentures, notes or other indebtedness of the Company 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 the Company may vote ("Company Voting Debt") were issued or outstanding. All of the issued and outstanding shares of Heinz Company 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 are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth in this Section 3.2, as of the date of this Agreement5.2, there are not no outstanding (i) any shares of capital stock of Heinz or Heinz Company Common Stock, Company Voting Debt or other voting securities of the Company, (ii) any securities of Heinz the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock stock, Company Voting Debt or other voting securities of Heinz or Heinz Common Stock the Company or (iii) any except as specified in Section 2.9, options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than this Agreement and certain other Transaction Agreements) to which Heinz the Company or any of its Subsidiaries is a party or by which Heinz the Company or any of its Subsidiaries will be is bound obligating Heinz the Company 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 the Company or any of its Subsidiaries or any Company Voting Debt or other voting securities of the Company or any of its Subsidiaries or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, right, commitment or Contract. There are no stockholder agreements, voting trusts or other than shares issued since June 10, 2002 (A) upon Contracts to which the exercise Company is a party or by which it is bound relating to the voting or transfer of outstanding options or the conversion of any shares of Third Cumulative Preferred Stock capital stock of the Company. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $.0001 per share, all of which are owned by the Company. Each outstanding share of capital stock of Merger Sub is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the voting rights of the Company or (B) in accordance with Heinz's Direct Purchase Plan (such Company Subsidiary, charges and dividend reinvestment option therein)other encumbrances of any nature whatsoever.