Common use of Incorporation; Authorization; Etc Clause in Contracts

Incorporation; Authorization; Etc. (a) Each Business Entity is duly organized and validly existing and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "U.S. CORPORATION"), in good standing, under the laws of the A-13 <PAGE> jurisdiction of its organization. Each of the Business Entities (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business Entities, taken as a whole (a "PILLSBURY MATERIAL ADVERSE EFFECT"). Diageo is a public limited company duly incorporated and validly existing under the laws of England and Wales. (b) Each of Diageo and Pillsbury has the requisite corporate or similar power to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of Diageo, the Pillsbury Stockholder and the Selling Affiliates has the requisite corporate or similar power and authority to execute the Stockholders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Diageo and Pillsbury of this Agreement, the performance by Diageo and Pillsbury of their obligations hereunder and the consummation by Diageo and Pillsbury of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Diageo and Pillsbury and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and except for obtaining the approval of the shareholders of Diageo of the disposition of the Business Entities contemplated hereby (the "TRANSACTIONS") by the Required Diageo Vote, no other corporate proceedings on the part of Diageo or Pillsbury, their respective Boards of Directors or shareholders are necessary therefor.

Incorporation; Authorization; Etc. (a) Each Business Entity of General Mills and each of its Subsidiaries is duly organized and validly existing exisxxxx and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "each U.S. CORPORATION")Corporation, in good standing, under the laws of the A-13 <PAGE> jurisdiction of its organization. Each of the Business Entities General Mills and each of its Subsidiaries (i) has the requisite corporate or similar xxxxlar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business EntitiesGeneral Mills and its Subsidiaries, taken as a whole (a "PILLSBURY MATERIAL ADVERSE EFFECTGeneral Mills Materixx Xxverse Effect"). Diageo is a public limited company duly incorporated and validly existing under the laws of England and Wales. (b) Each of Diageo General Mills and Pillsbury has Mergxx Xxb have the requisite corporate or similar power to execute and deliver anx xxxiver this Agreement and to perform its their obligations hereunder and to consummate the transactions contemplated hereby. Each of Diageo, the Pillsbury Stockholder and the Selling Affiliates General Mills has the requisite corporate or similar power and authority to execute the Stockholders Xxxxxholders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Diageo General Mills and Pillsbury Merger Sub of this Agreement, the performance by Diageo and Pillsbury General Mixxx xnd Merger Sub of their obligations hereunder and the consummation by Diageo consummatxxx xy General Mills and Pillsbury Merger Sub of the transactions contemplated hereby have been duly beex xxxy and validly authorized by the respective Boards of Directors of Diageo General Mills and Pillsbury Merger Sub and, except for the filing of the Certificate of Merger Xxxxer with the Secretary of State of the State of Delaware and the filing with such Secretary of Articles of Amendment to General Mills' certificate of incorporation to reflect the Charter Amendment, xxx except for obtaining the approval by the stockholders of General Mills of (i) an amendment to the shareholders Restated Certificate of Diageo of the disposition of the Business Entities contemplated hereby Incorporatiox xx General Mills, as amended, to eliminate Article V thereof (the "TRANSACTIONSCharter Amendxxxx") and (ii) the issuance of the Purchase Price Shares and the Additional Shares, if any, pursuant to this Agreement (the "General Mills Share Issuance") by the Required Diageo VoteGeneral Mills Votes, no other corporate xxxxxrate proceedings on the part of Diageo or PillsburyGeneral Mixxx xr Merger Sub, their respective Boards of Directors or shareholders stockholxxxx are necessary therefor. (c) The execution, delivery and performance of this Agreement and the Ancillary Agreements will not (i) subject to effecting the Charter Amendment, violate any provision of General Mills' or any of its Subsidiaries' respective certificate of incorporxxxxx or by-laws (or equivalent organizational documents instruments), (ii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien upon or the creation of a security interest in any shares of capital stock of General Mills or its Subsidiaries or any of General Mills' or any of its Subsxxxxxies' assets or properties pursuant to, xxx Xien, agreement, instrument, order, arbitration award, judgment or decree to which General Mills or any of its Subsidiaries is a party or by which any of them ix xxxnd, or (iii) violate or conflict with any other restriction of any kind or character to which General Mills or any of its Subsidiaries is subject, that, in the case of claxxxx (ii) or (iii) would, individually or in the aggregate, have or reasonably be expected to have a General Mills Material Adverse Effect or prevent the Merger and the Subsidiarx Xxxchases from occurring prior to the Termination Date. This Agreement has been duly executed and delivered by General Mills and Merger Sub, and, assuming the due execution hereof by Diagex xxx Pillsbury, this Agreement constitutes the legal, valid and binding obligations of General Mills and Merger Sub, enforceable against General Mills and Merger Sux xx accordance with its terms, subject to the effxxx xf bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which General Mills or a Buying Affiliate is a party will be duly executed and delivered by General Mills and such Buying Affiliates, as applicable, and, assuming the dux xxxcution and delivery thereof by the other parties thereto, at the Closing will constitute the legal, valid and binding obligations of General Mills and such Buying Affiliates, enforceable against General Mills axx xxch Buying Affiliates in accordance with its terms, subjecx xx the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). General Mills has delivered to Diageo true and correct copies of the certificxxx xf incorporation and by-laws, as amended to date, of General Mills.

Incorporation; Authorization; Etc. (a) Each Business Entity of General Mills and each of its Subsidiaries is duly organized and validly existing exisxxxx and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "each U.S. CORPORATION")Corporation, in good standing, under the laws of the A-13 <PAGE> jurisdiction of its organization. Each of the Business Entities General Mills and each of its Subsidiaries (i) has the requisite corporate or similar xxxxlar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business EntitiesGeneral Mills and its Subsidiaries, taken as a whole (a "PILLSBURY MATERIAL ADVERSE EFFECTGeneral Mills Materixx Xxverse Effect"). Diageo is a public limited company duly incorporated and validly existing under the laws of England and Wales. (b) Each of Diageo General Mills and Pillsbury has Merxxx Xub have the requisite corporate or similar power to execute and deliver anx xxxiver this Agreement and to perform its their obligations hereunder and to consummate the transactions contemplated hereby. Each of Diageo, the Pillsbury Stockholder and the Selling Affiliates General Mills has the requisite corporate or similar power and authority to execute the Stockholders Xxxxxholders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Diageo General Mills and Pillsbury Merger Sub of this Agreement, the performance by Diageo and Pillsbury General Mixxx xnd Merger Sub of their obligations hereunder and the consummation by Diageo consummatxxx xy General Mills and Pillsbury Merger Sub of the transactions contemplated hereby have been duly beex xxxy and validly authorized by the respective Boards of Directors of Diageo General Mills and Pillsbury Merger Sub and, except for the filing of the Certificate of Merger Xxxxer with the Secretary of State of the State of Delaware and the filing with such Secretary of Articles of Amendment to General Mills' certificate of incorporation to reflect the Charter Amendment, xxx except for obtaining the approval by the stockholders of General Mills of (i) an amendment to the shareholders Restated Certificate of Diageo of the disposition of the Business Entities contemplated hereby Incorporatiox xx General Mills, as amended, to eliminate Article V thereof (the "TRANSACTIONSCharter Amendxxxx") and (ii) the issuance of the Purchase Price Shares and the Additional Shares, if any, pursuant to this Agreement (the "General Mills Share Issuance") by the Required Diageo VoteGeneral Mills Votes, no other corporate xxxxxrate proceedings on the part of Diageo or PillsburyGeneral Mixxx xr Merger Sub, their respective Boards of Directors or shareholders stockholxxxx are necessary therefor. (c) The execution, delivery and performance of this Agreement and the Ancillary Agreements will not (i) subject to effecting the Charter Amendment, violate any provision of General Mills' or any of its Subsidiaries' respective certificate of incorporxxxxx or by-laws (or equivalent organizational documents instruments), (ii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien upon or the creation of a security interest in any shares of capital stock of General Mills or its Subsidiaries or any of General Mills' or any of its Subsxxxxxies' assets or properties pursuant to, xxx Xien, agreement, instrument, order, arbitration award, judgment or decree to which General Mills or any of its Subsidiaries is a party or by which any of them ix xxxnd, or (iii) violate or conflict with any other restriction of any kind or character to which General Mills or any of its Subsidiaries is subject, that, in the case of clauses (ii) or (iii) would, individually or in the aggregate, have or reasonably be expected to have a General Mills Material Adverse Effect or prevent the Merger and the Subsidiarx Xxxchases from occurring prior to the Termination Date. This Agreement has been duly executed and delivered by General Mills and Merger Sub, and, assuming the due execution hereof by Diagex xxx Pillsbury, this Agreement constitutes the legal, valid and binding obligations of General Mills and Merger Sub, enforceable against General Mills and Merger Sux xx accordance with its terms, subject to the effxxx xf bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which General Mills or a Buying Affiliate is a party will be duly executed and delixxxxx by General Mills and such Buying Affiliates, as applicable, and, assuming the dux xxxcution and delivery thereof by the other parties thereto, at the Closing will constitute the legal, valid and binding obligations of General Mills and such Buying Affiliates, enforceable against General Mills axx xxch Buying Affiliates in accordance with its terms, subjecx xx the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). General Mills has delivered to Diageo true and correct copies of the certificxxx xf incorporation and by-laws, as amended to date, of General Mills.

Incorporation; Authorization; Etc. (a) Each Business Entity is duly organized and validly existing and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "U.S. CORPORATIONCorporation"), in good standing, under the laws of the A-13 <PAGE> jurisdiction of its organization. Each of the Business Entities (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business Entities, taken as a whole (a "PILLSBURY MATERIAL ADVERSE EFFECTPillsbury Material Adverse Effect"). Diageo is a public limited company duly incorporated and validly existing under the laws of England and Wales. (b) Each of Diageo and Pillsbury has the requisite corporate or similar power to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of Diageo, the Pillsbury Stockholder and the Selling Affiliates has the requisite corporate or similar power and authority to execute the Stockholders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Diageo and Pillsbury of this Agreement, the performance by Diageo and Pillsbury of their obligations hereunder and the consummation by Diageo and Pillsbury of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Diageo and Pillsbury and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and except for obtaining the approval of the shareholders of Diageo of the disposition of the Business Entities contemplated hereby (the "TRANSACTIONSTransactions") by the Required Diageo Vote, no other corporate proceedings on the part of Diageo or Pillsbury, their respective Boards of Directors or shareholders are necessary therefor. (c) The execution, delivery and performance of this Agreement and the Ancillary Agreements will not (i) violate any provision of Diageo's, the Pillsbury Stockholder's, any Selling Affiliate's or any Business Entity's respective certificate of incorporation or by-laws (or equivalent organizational documents), (ii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien upon or the creation of a security interest in any of the Purchased Interests, or any Business Entity's assets or properties pursuant to, any Lien, agreement, instrument, order, arbitration award, judgment or decree to which Diageo, any Continuing Affiliate or any Business Entity is a party or by which any of them is bound, or (iii) violate or conflict with any other restriction of any kind or character to which Diageo, any Continuing Affiliate or any Business Entity is subject, that, in the case of clauses (ii) or (iii) would, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect or prevent the Merger and the Subsidiary Purchases from occurring prior to the Termination Date. This Agreement has been duly executed and delivered by Diageo and Pillsbury, and, assuming the due execution hereof by General Mills and Merger Sub, this Agreement constitutes the legal, valid and xxxxing obligations of Diageo and Pillsbury, enforce- able against Diageo and Pillsbury in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which Diageo, the Pillsbury Stockholder or a Selling Affiliate is or will be a party will be duly executed and delivered by Diageo, the Pillsbury Stockholder and such Selling Affiliates, as applicable, and, assuming the due execution and delivery thereof by the other parties thereto, at the Closing will constitute the legal, valid and binding obligations of Diageo, the Pillsbury Stockholder and such Selling Affiliates, enforceable against Diageo, the Pillsbury Stockholder and such Selling Affiliates in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). Diageo has delivered to General Mills a true and correct copy of the certificate of incorporation and xx-xaws, each as amended to date, of Pillsbury.