Common use of Capitalization; Structure Clause in Contracts

Capitalization; Structure. (a) The authorized capital stock of Pillsbury consists of 1,000 shares of Pillsbury Common Stock. As of the date hereof, one share of Pillsbury Common Stock is outstanding, which share is validly issued, fully paid and nonassessable, and free of preemptive rights and owned by the Pillsbury Stockholder free and clear of all Liens. Section 3.2(a) of the Diageo Disclosure Schedule sets forth the name of each Subsidiary of Pillsbury, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name of and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each of Pillsbury's Subsidiaries have been validly issued, and are fully paid and nonassessable and free of preemptive rights. (b) Section 3.2(b)(i) of the Diageo Disclosure Schedule sets forth the name of each Purchased Entity, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of the material Purchased Entities have been validly issued, and are fully paid and nonassessable, are free of preemptive rights, and are owned directly by the Selling Affiliate as set forth on Section 3.2(b)(ii) of the Diageo Disclosure Schedule, free and clear of all Liens. Section 3.2(b)(ii) of the Diageo Disclosure Schedule sets forth the name of each Subsidiary of any Purchased Entity, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2(b)(ii) of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock of the material Subsidiaries of the Purchased Entities have been validly issued, and are fully paid and nonassessable and are owned directly or indirectly by the Selling Affiliate as set forth on Section 3.2(b)(ii) of the Diageo Disclosure Schedule, free and clear of all Liens. Upon consummation of the Subsidiary Purchases at the Closing as contemplated by this Agreement, the Selling Affiliates will deliver to the Buying Affiliates good and valid title to all of the Purchased Interests. (c) There are no outstanding options, warrants or other rights of any kind to acquire, or obligations to issue, shares of capital stock of any class of, or other equity interests in, any Business Entity. None of the Business Entities owns any equity interest, directly or indirectly, in any Person other than the Subsidiaries of Pillsbury or of the Purchased Entities. There are no outstanding obligations of any Business Entity (i) to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests in any Business Entity or (ii) to grant preemptive or antidilutive rights with respect to any such shares or interests.

Capitalization; Structure. (a) The authorized Nestle owns indirectly 100% of the outstanding capital stock of Pillsbury consists of 1,000 shares of Pillsbury Common Stock. As Contributing Sub and Contributing Sub owns 100% of the date hereof, one share authorized equity interests of Pillsbury Common Stock is outstanding, which share is NICC. The membership interests are validly issued, fully paid and nonassessablenon-assessable, and free of preemptive rights and owned by the Pillsbury Stockholder free and clear of all Liens. The Nestle Shares constitute 9,563,016 shares of December Common Stock. (b) Section 3.2(a3.2(b) of the Diageo Nestle Disclosure Schedule sets forth the name of each Subsidiary of Pillsbury, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name of and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each of Pillsbury's Subsidiaries have been validly issued, and are fully paid and nonassessable and free of preemptive rights. (b) Section 3.2(b)(i) of the Diageo Disclosure Schedule sets forth the name of each Purchased EntityNICC, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Nestle Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of the material Purchased Entities Subsidiaries of NICC have been validly issued, and are fully paid and nonassessablenon-assessable, are free of preemptive rights, and are owned directly by the Selling Affiliate NICC as set forth on in Section 3.2(b)(ii3.2(b) of the Diageo Nestle Disclosure Schedule, free and clear of all Liens. Section 3.2(b)(ii) of the Diageo Disclosure Schedule sets forth the name of each Subsidiary of any Purchased Entity, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2(b)(ii) of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock of the material Subsidiaries of the Purchased Entities have been validly issued, and are fully paid and nonassessable and are owned directly or indirectly by the Selling Affiliate as set forth on Section 3.2(b)(ii) of the Diageo Disclosure Schedule, free and clear of all Liens. Upon consummation of the Subsidiary Purchases at the Closing as contemplated by this Agreement, the Selling Affiliates will deliver to the Buying Affiliates good and valid title to all of the Purchased Interests. (c) There are no outstanding options, warrants or other rights of any kind to acquire, or obligations to issue, shares of shares, membership interests, capital stock of any class of, or other equity interests in, any Business NICC Entity. None of the Business NICC Entities owns any equity interest, directly or indirectly, in any Person other than the Subsidiaries of Pillsbury or of the Purchased NICC Entities. There are no outstanding obligations of any Business NICC Entity (i) to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests in any Business NICC Entity or (ii) to grant preemptive or antidilutive rights with respect to any such shares or interests.

Capitalization; Structure. (a) The authorized capital stock of Pillsbury the Company consists of 1,000 (i) 1,161 shares of Pillsbury Company Class A Common Stock, (ii) 1,161,000 shares of Company Class B Common Stock and (iii) 2,500 shares of Company First Preferred Stock. As of the date hereof, one share (x) 1000 shares of Pillsbury Company Class A Common Stock is outstandingare outstanding (the “Shares”), which share is Shares are validly issued, fully paid and nonassessable, and have been issued free of preemptive rights and are owned by the Pillsbury Stockholder Seller free and clear of all Liens, and (y) no shares of any other class of capital stock of the Company are outstanding. Section The Company has no Subsidiaries other than the other Business Entities. Schedule 3.2(a) of to the Diageo Seller Disclosure Schedule Letter sets forth the name of each Subsidiary of Pillsburythe Company, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name of and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all All of the outstanding shares of capital stock or other equity interests of each Subsidiary of Pillsbury's Subsidiaries the Company have been validly issued, and are fully paid and nonassessable and have been issued free of preemptive rights. (b) Section 3.2(b)(i) of the Diageo Disclosure Schedule sets forth the name of each Purchased Entity, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of the material Purchased Entities have been validly issued, and are fully paid and nonassessable, are free of preemptive rights, and are owned directly by the Selling Affiliate as set forth on Section 3.2(b)(ii) of the Diageo Disclosure Schedule, free and clear of all Liens. Section 3.2(b)(ii) of the Diageo Disclosure Schedule sets forth the name of each Subsidiary of any Purchased Entity, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2(b)(ii) of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock of the material Subsidiaries of the Purchased Entities have been validly issued, and are fully paid and nonassessable and are owned directly or indirectly by the Selling Affiliate as set forth on Section 3.2(b)(ii) of the Diageo Disclosure Schedule, free and clear of all Liens. Upon consummation of the Subsidiary Purchases Stock Purchase at the Closing as contemplated by this Agreement, the Selling Affiliates Seller will deliver to the Buying Affiliates Buyer good and valid title to all of the Purchased InterestsShares, free and clear of all Liens. (cb) There are no outstanding options, warrants or other rights of any kind to acquire, or obligations to issue, shares of capital stock of any class of, or other equity interests in, any Business Entity. None of the Business Entities owns any material equity interest, directly or indirectly, in any Person other than the Subsidiaries of Pillsbury or of the Purchased other Business Entities. There are no outstanding obligations of any Business Entity (i) to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests in any Business Entity or (ii) to grant preemptive or antidilutive rights with respect to any such shares or interests.

Capitalization; Structure. (a) The authorized capital stock of Pillsbury consists of 1,000 shares of Pillsbury Common Stock. As of the date hereof, one share of Pillsbury Common Stock is outstanding, which share is validly issued, fully paid and nonassessable, and free of preemptive rights and owned by the Pillsbury Stockholder free and clear of all Liens. Section 3.2(a) of the Diageo Disclosure Schedule sets forth the name of each Subsidiary of Pillsbury, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name of and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each of Pillsbury's Subsidiaries have been validly issued, and are fully paid and nonassessable and free of preemptive rights. (b) Section 3.2(b)(i) of the Diageo Disclosure Schedule sets forth the name of each Purchased Entity, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of the material Purchased Entities have been validly issued, and are fully paid and nonassessable, are free of preemptive rights, and are owned directly by the Selling Affiliate as set forth on Section 3.2(b)(ii) of the Diageo Disclosure Schedule, free and clear of all Liens. Section 3.2(b)(ii) of the Diageo Disclosure Schedule sets forth the name of each Subsidiary of any Purchased Entity, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2(b)(ii) of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock of the material Subsidiaries of the Purchased Entities have been validly issued, and are fully paid and nonassessable and are owned directly or indirectly by the Selling Affiliate as set forth on Section 3.2(b)(ii) of the Diageo Disclosure Schedule, free and clear of all Liens. Upon consummation of the Subsidiary Purchases at the Closing as contemplated by this Agreement, the Selling Affiliates will deliver to the Buying Affiliates good and valid title to all of the Purchased Interests. (c) There are no outstanding options, warrants or other rights of any kind to acquire, or obligations to issue, shares of capital stock of any class of, or other equity interests in, any Business Entity. None of the Business Entities owns any equity interest, directly or indirectly, in any Person other than the Subsidiaries of Pillsbury or of the Purchased Entities. There are no outstanding obligations of any Business Entity (i) to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests in any Business Entity or (ii) to grant preemptive or antidilutive rights with respect to any such shares or interests. Section 3.3.