Common use of Capitalization; Structure Clause in Contracts

Capitalization; Structure. (a) As of June 12, 2002, the authorized capital stock of Dreyer's consisted of (i) 60 million shares of Dreyer's Common Stock, of which 34,731,902 were issued and outstanding and no shares were held in the treasury of Dreyer's, (ii) 6,559,441 shares of Dreyer's Common Stock were issuable (and such number was reserved for issuance) upon exercise of options, warrants or similar instruments outstanding and 72,005 shares of Dreyer's Common Stock under the Dreyer's ESPP were issuable, and (iii) 10 million shares of Preferred Stock, par value $1.00 per share, of which none were outstanding, 150,000 of which have been designated Series A Participating Preferred and reserved for issuance upon exercise of the rights (the "Rights") distributed to the holders of shares of Dreyer's Common Stock pursuant to the Dreyer's Rights Agreement. Since June 12, 2002 to the date of this Agreement, there have been no issuances of shares of the capital stock of Dreyer's, or securities convertible into or exchangeable for such Dreyer's Common Stock, other than issuances of shares (and the related Rights) issued pursuant to options or rights to acquire 6,631,446 shares of Dreyer's Common Stock outstanding as of the date hereof. All of the issued and outstanding shares of Dreyer's Common Stock are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. (b) The authorized capital stock of New Dreyer's, as of the date hereof, consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. Dreyer's is the sole stockholder of New Dreyer's and is the legal and beneficial owner of all 100 issued and outstanding shares of New Dreyer's. New Dreyer's is the sole stockholder of Merger Sub and is the legal and beneficial owner of all 100 issued and outstanding shares of Merger Sub. (c) Section 4.2(c) of the Dreyer's Disclosure Schedule sets forth the name of each Subsidiary of Dreyer's, 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. All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries of Dreyer's have been validly issued, and are fully paid and non-assessable and free of preemptive rights, and are owned directly or indirectly by Dreyer's, free and clear of all Liens. Except as set forth in the Dreyer's SEC Reports, neither Dreyer's nor any of its Subsidiaries directly or indirectly owns any equity interest in any Person, other than the Subsidiaries of Dreyer's, that is or would be expected to be material to Dreyer's and its Subsidiaries taken as a whole. Except for (i) the Rights and (ii) options and other stock-based awards covering up to 6,631,446 shares of Dreyer's Common Stock outstanding on June 12, 2002, as of the date hereof there are no outstanding options, warrants or other rights of any kind to acquire from Dreyer's or any of its Subsidiaries, or obligations of Dreyer's or its Subsidiaries to issue, shares of capital stock of any class of, or other equity interests in, Dreyer's or any of its Subsidiaries. (d) All of the Additional Nestle Shares, when issued in connection with the Contribution will be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.

Capitalization; Structure. (a) As of June 12May 00, 20022000, the authorized capital stock of Dreyer's General Mills consisted of (i) 60 million one billion shares of Dreyer's General Mills Common StockStoxx, of xf which 34,731,902 285,422,376 were issued and outstanding and no shares xxx 022,884,288 were held in the treasury of Dreyer'sGeneral Mills, and (ii) 6,559,441 shares of Dreyer's Common Stock were issuable (and such number was reserved for issuance) upon exercise of options, warrants or similar instruments outstanding and 72,005 shares of Dreyer's Common Stock under the Dreyer's ESPP were issuable, and (iii) 10 five million shares of Preferred Cumulative Preference Stock, par value pxx xxlue $1.00 .10 per share, of which none were outstanding, 150,000 of which outstanding and 2,000,000 have been designated Series A B Participating Preferred Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Rights") distributed to the holders of shares of Dreyer's General Mills Common Stock pursuant to the Dreyer's General Mills Rights Agreement. Since June 12Sixxx Xay 28, 2002 2000 to the date of this AgreementAgreemxxx, there have been no issuances of shares of the capital stock of Dreyer's, or securities convertible into or exchangeable for such Dreyer's Common Stock, General Mills other than issuances of shares (and the related Rights) issued pursuant to pursuanx xx options or rights to acquire 6,631,446 shares of Dreyer's Common Stock outstanding as of May 28, 2000 or granted since such time under General Mills' stock-based incentive plans in the date hereofordinary course of business. All Xxx of the issued and outstanding shares of Dreyer's Common Stock capital stock of General Mills are duly authorized, validly issued, fully paid and non-assessable and assessaxxx xnd free of preemptive rights. (b) The authorized capital stock General Mills Disclosure Schedule sets forth a list of New Dreyer's, all of the Subsidiariex xx General Mills as of the date hereof, consists of 100 shares this Agreement that are Significant Subsidiarxxx xithin the meaning of common stock, par value $0.01 per share, Rule 1-02 of which 100 shares are issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. Dreyer's is Regulation S-X under the sole stockholder of New Dreyer's and is Exchange Act (the legal and beneficial owner of all 100 issued and outstanding shares of New Dreyer's. New Dreyer's is the sole stockholder of Merger Sub and is the legal and beneficial owner of all 100 issued and outstanding shares of Merger Sub. (c) Section 4.2(c) of the Dreyer's Disclosure Schedule sets forth the name of each Subsidiary of Dreyer's, 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"General Mills Significant Subsidiaries"). All of the outstanding shares of capital caxxxxx stock or other equity interests of each of the General Mills Significant Subsidiaries of Dreyer's have been validly issued, and are fully paid fullx xxxd and non-assessable nonassessable and free of preemptive rights, and are owned directly or indirectly by Dreyer'sGeneral Mills, free and clear of all Liens. Except as set forth in the Dreyer's Generax Xxxls SEC Reports, neither Dreyer's General Mills nor any of its Subsidiaries directly xxxxxtly or indirectly owns any equity interest equxxx xnterest in any Person, other than the Subsidiaries of Dreyer'sGeneral Mills, that is or would be expected to be material to Dreyer's and its General Mills axx xxs Subsidiaries taken as a whole. Except for (i) the Rights and Rightx (iixx) options and other stock-based awards covering up to 6,631,446 59,210,825 shares of Dreyer's General Mills Common Stock outstanding on May 28, 2000 and (iii) stock optionx xxxnted in the ordinary course in June 12, 20022000 pursuant to General Mills' annual grant of stock options, as of the date hereof there are no outstanding xx xutstanding options, warrants or other rights of any kind to acquire from Dreyer's General Mills or any of its Subsidiaries, or obligations of Dreyer's General Mills or its Subsidiaries xxx Xubsidiaries to issue, shares of capital stock of any class ofclxxx xf, or other equity interests in, Dreyer's or any of its SubsidiariesGeneral Mills. (dc) All of the Additional Nestle Pillsbury Purchase Price Shares, when issued xxxxed in connection with the Contribution will Merger pursuant to this Agreement, all of the Subsidiary Purchase Price Shares, when delivered by the Buying Affiliates to the Selling Affiliates pursuant to this Agreement and the Subsidiary Purchase Agreements, and all of the Additional Shares, if any, delivered pursuant hereto will, at such times, be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.

Capitalization; Structure. (a) As of June 12Mxx 00, 20022000, the authorized capital stock of Dreyer's General Mills consisted of (i) 60 million one billion shares of Dreyer's General Mills Common StockStoxx, of xf which 34,731,902 285,422,376 were issued and outstanding and no shares xxx 022,884,288 were held in the treasury of Dreyer'sGeneral Mills, and (ii) 6,559,441 shares of Dreyer's Common Stock were issuable (and such number was reserved for issuance) upon exercise of options, warrants or similar instruments outstanding and 72,005 shares of Dreyer's Common Stock under the Dreyer's ESPP were issuable, and (iii) 10 five million shares of Preferred Cumulative Preference Stock, par value pxx xxlue $1.00 .10 per share, of which none were outstanding, 150,000 of which outstanding and 2,000,000 have been designated Series A B Participating Preferred Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Rights") distributed to the holders of shares of Dreyer's General Mills Common Stock pursuant to the Dreyer's General Mills Rights Agreement. Since June 12Sixxx Xay 28, 2002 2000 to the date of this AgreementAgreemxxx, there have been no issuances of shares of the capital stock of Dreyer's, or securities convertible into or exchangeable for such Dreyer's Common Stock, General Mills other than issuances of shares (and the related Rights) issued pursuant to pursuanx xx options or rights to acquire 6,631,446 shares of Dreyer's Common Stock outstanding as of May 28, 2000 or granted since such time under General Mills' stock-based incentive plans in the date hereofordinary course of business. All Xxx of the issued and outstanding shares of Dreyer's Common Stock capital stock of General Mills are duly authorized, validly issued, fully paid and non-assessable and assessaxxx xnd free of preemptive rights. (b) The authorized capital stock General Mills Disclosure Schedule sets forth a list of New Dreyer's, all of the Subsidiariex xx General Mills as of the date hereof, consists of 100 shares this Agreement that are Significant Subsidiarxxx xithin the meaning of common stock, par value $0.01 per share, Rule 1-02 of which 100 shares are issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. Dreyer's is Regulation S-X under the sole stockholder of New Dreyer's and is Exchange Act (the legal and beneficial owner of all 100 issued and outstanding shares of New Dreyer's. New Dreyer's is the sole stockholder of Merger Sub and is the legal and beneficial owner of all 100 issued and outstanding shares of Merger Sub. (c) Section 4.2(c) of the Dreyer's Disclosure Schedule sets forth the name of each Subsidiary of Dreyer's, 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"General Mills Significant Subsidiaries"). All of the outstanding shares of capital caxxxxx stock or other equity interests of each of the General Mills Significant Subsidiaries of Dreyer's have been validly issued, and are fully paid fullx xxxd and non-assessable nonassessable and free of preemptive rights, and are owned directly or indirectly by Dreyer'sGeneral Mills, free and clear of all Liens. Except as set forth in the Dreyer's Generax Xxxls SEC Reports, neither Dreyer's General Mills nor any of its Subsidiaries directly xxxxxtly or indirectly owns any equity interest equxxx xnterest in any Person, other than the Subsidiaries of Dreyer'sGeneral Mills, that is or would be expected to be material to Dreyer's and its General Mills axx xxs Subsidiaries taken as a whole. Except for (i) the Rights and Rightx (iixx) options and other stock-based awards covering up to 6,631,446 59,210,825 shares of Dreyer's General Mills Common Stock outstanding on May 28, 2000 and (iii) stock optionx xxxnted in the ordinary course in June 12, 2002, as of the date hereof there are no outstanding options, warrants or other rights of any kind to acquire from Dreyer's or any of its Subsidiaries, or obligations of Dreyer's or its Subsidiaries to issue, shares of capital stock of any class of, or other equity interests in, Dreyer's or any of its Subsidiaries. (d) All of the Additional Nestle Shares, when issued in connection with the Contribution will be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.2000

Capitalization; Structure. (a) As of June 12March 31, 20022014, the authorized capital stock of Dreyer's Salix consisted of (i) 60 million 150,000,000 shares of Dreyer's Salix Common Stock, $0.001 par value, of which 34,731,902 (A) 63,384,150 were issued and outstanding and no shares outstanding, (B) none were held in the treasury of Dreyer'sSalix, (C) 2,762,149 were reserved and available for issuance under Salix’s stock-based incentive plans, (D) 371,321 were subject to outstanding options to acquire shares of Salix Common Stock (such options, collectively with any similar options granted after the date hereof, the “Salix Compensatory Options”), (E) 1,422,633 were subject to outstanding stock awards other than Salix Compensatory Options (whether subject to service-based or performance-based vesting) (such stock awards, collectively with any similar stock awards granted after the date hereof, the “Salix Stock Awards”) and (ii) 6,559,441 5,000,000 shares of Dreyer's Common Stock were issuable (and such number was reserved for issuance) upon exercise of options, warrants or similar instruments outstanding and 72,005 shares of Dreyer's Common Stock under the Dreyer's ESPP were issuable, and (iii) 10 million shares of Preferred Stockpreferred stock, par value $1.00 0.001 per share, of which none 0 were outstanding, 150,000 of which have been designated Series A Participating Preferred and reserved for issuance upon exercise of the rights (the "Rights") distributed to the holders of shares of Dreyer's Common Stock pursuant to the Dreyer's Rights Agreement. Since June 12March 31, 2002 2014 to the date of this Agreement, there have been no issuances of shares of the capital stock of Dreyer's, or securities convertible into or exchangeable for such Dreyer's Common Stock, Salix other than issuances of shares (and the related Rights) issued pursuant to options or rights to acquire 6,631,446 shares of Dreyer's Common Stock outstanding as of March 31, 2014 or granted since such time under Salix’s stock-based incentive plans in the date hereofOrdinary Course of Business. All of the issued and outstanding shares of Dreyer's Common Stock capital stock of Salix are duly authorized, validly issued, fully paid and non-assessable nonassessable and free and clear of preemptive rights. (b) The authorized capital stock of New Dreyer's, as of the date hereof, consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. Dreyer's is the sole stockholder of New Dreyer's and is the legal and beneficial owner of all 100 issued and outstanding shares of New Dreyer's. New Dreyer's is the sole stockholder of Merger Sub and is the legal and beneficial owner of all 100 issued and outstanding shares of Merger Sub. (c) Section 4.2(c) of the Dreyer's Disclosure Schedule sets forth the name of each Subsidiary of Dreyer's, 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. All of the outstanding shares of capital stock or other equity interests of each of the Salix’s Subsidiaries of Dreyer's have been validly issued, and are fully paid and non-assessable nonassessable and free and clear of preemptive rights, and are owned directly or indirectly by Dreyer'sSalix, free and clear of all Liens. Except as set forth in the Dreyer's SEC Reports, neither Dreyer's nor any of its Subsidiaries directly or indirectly owns any equity interest in any Person, other than the Subsidiaries of Dreyer's, that is or would be expected to be material to Dreyer's and its Subsidiaries taken as a whole. Except for (i) the Rights and (ii) options and other stock-based awards covering up to 6,631,446 shares of Dreyer's Common Stock outstanding on June 12, 2002, as of the date hereof there are no outstanding options, warrants or other rights of any kind to acquire from Dreyer's or any of its Subsidiaries, or obligations of Dreyer's or its Subsidiaries to issue, shares of capital stock of any class of, or other equity interests in, Dreyer's or any of its Subsidiaries. (d) All of the Additional Nestle Shares, when issued in connection with the Contribution will be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.all

Capitalization; Structure. (a) As of June 12, 2002, the authorized capital stock of Dreyer's consisted of (i) 60 million shares of Dreyer's Common Stock, of which 34,731,902 were issued and outstanding and no shares were held in the treasury of Dreyer's, (ii) 6,559,441 shares of Dreyer's Common Stock were issuable (and such number was reserved for issuance) upon exercise of options, warrants or similar instruments outstanding and 72,005 shares of Dreyer's Common Stock under the Dreyer's ESPP were issuable, and (iii) 10 million shares of Preferred Stock, par value $1.00 per share, of which none were outstanding, 150,000 of which have been designated Series A Participating Preferred and reserved for issuance upon exercise of the rights (the "RightsRIGHTS") distributed to the holders of shares of Dreyer's Common Stock pursuant to the Dreyer's Rights Agreement. Since June 12, 2002 to the date of this Agreement, there have been no issuances of shares of the capital stock of Dreyer's, or securities convertible into or exchangeable for such Dreyer's Common Stock, other than issuances of shares (and the related Rights) issued pursuant to options or rights to acquire 6,631,446 shares of Dreyer's Common Stock outstanding as of the date hereof. All of the issued and outstanding shares of Dreyer's Common Stock are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. (b) The authorized capital stock of New Dreyer's, as of the date hereof, consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. Dreyer's is the sole stockholder of New Dreyer's and is the legal and beneficial owner of all 100 issued and outstanding shares of New Dreyer's. New Dreyer's is the sole stockholder of Merger Sub and is the legal and beneficial owner of all 100 issued and outstanding shares of Merger Sub. (c) Section 4.2(c) of the Dreyer's Disclosure Schedule sets forth the name of each Subsidiary of Dreyer's, 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. All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries of Dreyer's have been validly issued, and are fully paid and non-assessable and free of preemptive rights, and are owned directly or indirectly by Dreyer's, free and clear of all Liens. Except as set forth in the Dreyer's SEC Reports, neither Dreyer's nor any of its Subsidiaries directly or indirectly owns any equity interest in any Person, other than the Subsidiaries of Dreyer's, that is or would be expected to be material to Dreyer's and its Subsidiaries taken as a whole. Except for (i) the Rights and (ii) options and other stock-based awards covering up to 6,631,446 shares of Dreyer's Common Stock outstanding on June 12, 2002, as of the date hereof there are no outstanding options, warrants or other rights of any kind to acquire from Dreyer's or any of its Subsidiaries, or obligations of Dreyer's or its Subsidiaries to issue, shares of capital stock of any class of, or other equity interests in, Dreyer's or any of its Subsidiaries. (d) All of the Additional Nestle Shares, when issued in connection with the Contribution will be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.

Capitalization; Structure. (a) As of June 12May 28, 20022000, the authorized capital stock of Dreyer's General Xxxxx consisted of (i) 60 million one billion shares of Dreyer's General Xxxxx Common Stock, of which 34,731,902 285,422,376 were issued and outstanding and no shares 122,884,288 were held in the treasury of Dreyer'sGeneral Xxxxx, and (ii) 6,559,441 shares of Dreyer's Common Stock were issuable (and such number was reserved for issuance) upon exercise of options, warrants or similar instruments outstanding and 72,005 shares of Dreyer's Common Stock under the Dreyer's ESPP were issuable, and (iii) 10 five million shares of Preferred Cumulative Preference Stock, par value $1.00 .10 per share, of which none were outstanding, 150,000 of which outstanding and 2,000,000 have been designated Series A B Participating Preferred Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "RightsRIGHTS") distributed to the holders of shares of Dreyer's General Xxxxx Common Stock pursuant to the Dreyer's General Xxxxx Rights Agreement. Since June 12May 28, 2002 2000 to the date of this Agreement, there have been no issuances of shares of the capital stock of Dreyer's, or securities convertible into or exchangeable for such Dreyer's Common Stock, General Xxxxx other than issuances of shares (and the related Rights) issued pursuant to options or rights to acquire 6,631,446 shares of Dreyer's Common Stock outstanding as of May 28, 2000 or granted since such time under General Xxxxx' stock-based incentive plans in the date hereofordinary course of business. All of the issued and outstanding shares of Dreyer's Common Stock capital stock of General Xxxxx are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. (b) The authorized capital stock General Xxxxx Disclosure Schedule sets forth a list of New Dreyer's, all of the Subsidiaries of General Xxxxx as of the date hereof, consists of 100 shares this Agreement that are Significant Subsidiaries within the meaning A-24 <PAGE> of common stock, par value $0.01 per share, Rule 1-02 of which 100 shares are issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. Dreyer's is Regulation S-X under the sole stockholder of New Dreyer's and is Exchange Act (the legal and beneficial owner of all 100 issued and outstanding shares of New Dreyer's. New Dreyer's is the sole stockholder of Merger Sub and is the legal and beneficial owner of all 100 issued and outstanding shares of Merger Sub. (c) Section 4.2(c) of the Dreyer's Disclosure Schedule sets forth the name of each Subsidiary of Dreyer's, 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"GENERAL XXXXX SIGNIFICANT SUBSIDIARIES"). All of the outstanding shares of capital stock or other equity interests of each of the General Xxxxx Significant Subsidiaries of Dreyer's have been validly issued, and are fully paid and non-assessable nonassessable and free of preemptive rights, and are owned directly or indirectly by Dreyer'sGeneral Xxxxx, free and clear of all Liens. Except as set forth in the Dreyer's General Xxxxx SEC Reports, neither Dreyer's General Xxxxx nor any of its Subsidiaries directly or indirectly owns any equity interest in any Person, other than the Subsidiaries of Dreyer'sGeneral Xxxxx, that is or would be expected to be material to Dreyer's General Xxxxx and its Subsidiaries taken as a whole. Except for (i) the Rights and (ii) options and other stock-based awards covering up to 6,631,446 59,210,825 shares of Dreyer's General Xxxxx Common Stock outstanding on May 28, 2000 and (iii) stock options granted in the ordinary course in June 12, 20022000 pursuant to General Xxxxx' annual grant of stock options, as of the date hereof there are no outstanding options, warrants or other rights of any kind to acquire from Dreyer's General Xxxxx or any of its Subsidiaries, or obligations of Dreyer's General Xxxxx or its Subsidiaries to issue, shares of capital stock of any class of, or other equity interests in, Dreyer's or any of its SubsidiariesGeneral Xxxxx. (dc) All of the Additional Nestle Pillsbury Purchase Price Shares, when issued in connection with the Contribution will Merger pursuant to this Agreement, all of the Subsidiary Purchase Price Shares, when delivered by the Buying Affiliates to the Selling Affiliates pursuant to this Agreement and the Subsidiary Purchase Agreements, and all of the Additional Shares, if any, delivered pursuant hereto will, at such times, be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. Section 4.3.