Common use of Capital Stock of Labatt and the Labatt Subsidiaries Clause in Contracts

Capital Stock of Labatt and the Labatt Subsidiaries. (a) The authorized capital stock of Labatt consists of an unlimited number of common shares and an unlimited number of preference shares, in each case without nominal or par value. As of the date hereof, there are 1,921,539 common shares issued and outstanding (the "Labatt Capital Stock"). Except for the Labatt Capital Stock and as set forth in Schedule 4.02 or pursuant to this Agreement or the Restructuring Plan, there are no shares of capital stock or other equity or voting securities of Labatt issued, reserved for issuance or outstanding. The Labatt Capital Stock and any other equity or voting securities of Labatt and all the shares in each of the Labatt Subsidiaries, including the Labatt Shares, are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to ownership thereof and are not subject to and have not been issued in violation of any Applicable Law or of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Applicable Law, the charter documents or by-laws of Labatt or the Labatt Subsidiaries or any Contract to which Labatt or the Labatt Subsidiaries is a party or otherwise bound (other than pursuant to this Agreement or the Restructuring Plan). There are not any bonds, debentures, notes or other indebtedness of Labatt having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Labatt Capital Stock may vote ("Voting Labatt Debt"). Except as set forth in Schedule 4.02, there are not any Rights to which Labatt is a party or by which it is bound (i) obligating Labatt to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Labatt or any Voting Labatt Debt, (ii) obligating Labatt to issue, grant, extend or enter into any such Rights or (iii) that give any person the right to receive any economic benefit or right similar to or based upon the economic benefits and rights accruing to holders of Labatt Capital Stock. There are not any outstanding contractual obligations of Labatt to repurchase, redeem or otherwise acquire any shares of capital stock of Labatt. (i) Except as set forth in Schedule 4.02, Labatt is the sole registered and beneficial owner of all of the issued and outstanding shares in the capital of the Labatt Subsidiaries, free and clear of all Liens. (ii) Except for its interests in the Labatt Subsidiaries, the Femsa Cerveza Interest and except for the ownership interests set forth in Schedule 4.02, after giving effect to the Restructuring as if such transactions were consummated as of the date hereof, Labatt does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest with a fair market value as of the date of this Agreement in excess of C$15,000,000 in any person. (iii) Except as set forth in Schedule 4.02, Labatt owns, directly or indirectly, the Femsa Cerveza Interest, free and clear of all Liens. As of December 18, 2003, the Femsa Cerveza Interest constituted 30.0% of the outstanding capital stock of Femsa Cerveza and as of the date hereof constitutes approximately 30% of the outstanding capital stock of Femsa Cerveza.