Common use of Capital Stock and Other Matters Clause in Contracts

Capital Stock and Other Matters. (a) The authorized capital stock of Spinco consists of 1,000 shares of Spinco Common Stock, all of which are held by Heinz prior to the Distribution. Immediately following the Distribution, (i) there will be outstanding a number of shares of Spinco Common Stock equal to the number of shares of Heinz Common Stock outstanding as of the Heinz Record Date, (ii) no shares of Spinco Common Stock will be held by Spinco in its treasury and (iii) no bonds, debentures, notes or other indebtedness of Spinco 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 Spinco (including Spinco Common Stock) may vote ("Spinco Voting Debt") will be issued or outstanding. All outstanding shares of Spinco 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 4.2, as of the date of this Agreement there are not outstanding (i) any shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock or other voting securities of Spinco, (ii) any securities of Spinco or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock or other voting securities of Spinco or (iii) except as specified in Section 2.9 and Section 7.6, any options,

Capital Stock and Other Matters. (a) The As of the date hereof, (i) the authorized capital stock of Spinco consists of 1,000 500 shares of Spinco Common Stock, all (ii) there are issued and outstanding 100 shares of which Spinco Common Stock, and (iii) no shares of Spinco Common Stock are being held by Heinz Spinco in its treasury. All of the issued and outstanding shares of Spinco Common Stock are validly issued, fully paid and nonassessable and free of preemptive rights. Immediately prior to the Distribution. Immediately following the DistributionEffective Time, (i) there will be outstanding a number of shares of Spinco Common Stock equal to the number of shares of Heinz Common Stock outstanding as of the Heinz Record Date, determined in accordance with Section 8.17. (iib) no shares of Spinco Common Stock will be held by Spinco in its treasury and (iii) no No bonds, debentures, notes or other indebtedness of any member of the Spinco or any of its Subsidiaries Group 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 Spinco (including Spinco Common Stock) may vote ("“Spinco Voting Debt"”) are, or as of the Effective Time will be be, issued or outstanding. All . (c) Except in connection with the Merger or as otherwise provided for in the Transaction Agreements, there are no outstanding securities, options, warrants, convertible securities, calls, rights, commitments, agreements, arrangements, undertakings or Contracts of any kind to which Spinco is a party or by which it is bound obligating Spinco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Spinco 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 4.2, as Voting Debt or other voting securities of any member of the date of Spinco Group or obligating Spinco to issue, grant, extend, redeem, acquire or enter into any such security, option, warrant, convertible security, call, right, commitment, agreement, arrangement, undertaking or Contract. (d) There are no stockholder agreements, voting trusts or other Contracts (other than this Agreement there are not outstanding (iand the other Transaction Agreements) to which Spinco is a party or by which it is bound relating to voting or transfer of any shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock or other voting securities of Spinco, (ii) any securities of Spinco or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock or other voting securities of Spinco or (iii) except as specified in Section 2.9 and Section 7.6, any options,.

Capital Stock and Other Matters. (a) The authorized capital stock of Spinco consists of 1,000 100,000 shares of Spinco Common Stock and no shares of Spinco Preferred Stock. As of the date hereof, all 100 shares of which are held by Heinz Spinco Common stock were issued and outstanding. At the Distribution Date and immediately prior to the Distribution. Immediately following the DistributionClosing, (i) there will be issued and outstanding a number of 50,637,010 shares of Spinco Common Stock equal Stock, subject to the number of shares of Heinz Common Stock outstanding adjustment as set forth on Section 4.2 of the Heinz Record Date, Spinco Disclosure Schedule and as provided in Section 2.4 of the Distribution Agreement; (ii) no shares of Spinco Common Stock will be held by Spinco in its treasury treasury; (iii) no shares of Spinco Preferred Stock will be issued and outstanding; and (iiiiv) no bonds, debentures, notes or other indebtedness of Spinco 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 Spinco (including Spinco Common Stock) may vote ("Spinco Voting Debt") will be issued or outstanding. None of such shares of Spinco Common Stock are, nor at the Distribution Date will they be, subject to preemptive rights. All of the issued and outstanding shares of Spinco Common Stock are, and all of the issued and outstanding shares thereof which may be issued of Spinco Common Stock at the Distribution Date will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rightsnonassessable. Except as set forth in this Section 4.2, as of the date of this Agreement there are not outstanding no outstanding, (i) any shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock Debt or other voting securities of Spinco, (ii) any securities of Spinco or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock Debt or other voting securities of Spinco or Spinco Common Stock or (iii) except as specified in Section 2.9 and Section 7.6options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than certain Transaction Agreements) to which Spinco or any options,of its Subsidiaries is a party or by which Spinco or any of its Subsidiaries will be bound obligating Spinco 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 Spinco or any Spinco Voting Debt or other voting securities of Spinco or any of its Subsidiaries or obligating Spinco 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 Spinco is a party or by which it is bound relating to the voting or transfer of any shares of capital stock of Spinco. Spinco has no direct or indirect Subsidiaries.

Capital Stock and Other Matters. (a) The authorized capital stock of Spinco consists of 1,000 100,000 shares of Spinco Common Stock and no shares of Spinco Preferred Stock. As of the date hereof, all 100 shares of which are held by Heinz Spinco Common stock were issued and outstanding. At the Distribution Date and immediately prior to the Distribution. Immediately following the DistributionClosing, (i) there will be issued and outstanding a number of 50,637,010 shares of Spinco Common Stock equal Stock, subject to the number of shares of Heinz Common Stock outstanding adjustment as set forth on Section 4.2 of the Heinz Record Date, Spinco Disclosure Schedule and as provided in Section 2.4 of the Distribution Agreement; (ii) no shares of Spinco Common Stock will be held by Spinco in its treasury treasury; (iii) no shares of Spinco Preferred Stock will be issued and outstanding; and (iiiiv) no bonds, debentures, notes or other indebtedness of Spinco 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 Spinco (including Spinco Common Stock) may vote ("“Spinco Voting Debt"”) will be issued or outstanding. None of such shares of Spinco Common Stock are, nor at the Distribution Date will they be, subject to preemptive rights. All of the issued and outstanding shares of Spinco Common Stock are, and all of the issued and outstanding shares thereof which may be issued of Spinco Common Stock at the Distribution Date will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rightsnonassessable. Except as set forth in this Section 4.2, as of the date of this Agreement there are not outstanding no outstanding, (i) any shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock Debt or other voting securities of Spinco, (ii) any securities of Spinco or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock Debt or other voting securities of Spinco or Spinco Common Stock or (iii) except as specified in Section 2.9 and Section 7.6options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than certain Transaction Agreements) to which Spinco or any options,of its Subsidiaries is a party or by which Spinco or any of its Subsidiaries will be bound obligating Spinco 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 Spinco or any Spinco Voting Debt or other voting securities of Spinco or any of its Subsidiaries or obligating Spinco 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 Spinco is a party or by which it is bound relating to the voting or transfer of any shares of capital stock of Spinco. Spinco has no direct or indirect Subsidiaries.