{"id":41412,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/articles-of-incorporation-kraft-holdings-virginia-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"articles-of-incorporation-kraft-holdings-virginia-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/articles-of-incorporation-kraft-holdings-virginia-inc.html","title":{"rendered":"Articles of Incorporation &#8211; Kraft Holdings Virginia Inc."},"content":{"rendered":"<pre>\n                         KRAFT HOLDINGS VIRGINIA INC.\n                                        \n                           ARTICLES OF INCORPORATION\n\n\n\n                                   ARTICLE I\n                                        \n     The name of the Corporation is Kraft Holdings Virginia Inc.\n\n                                  ARTICLE II\n                                        \n     The purpose for which the Corporation is organized is the transaction of\nany or all lawful business not required to be specifically stated in these\nArticles.\n\n                                  ARTICLE III\n                                        \n     The Corporation shall have the authority to issue three billion\n(3,000,000,000) shares of Class A Common Stock, without par value, two billion\n(2,000,000,000) shares of Class B Common Stock, without par value, and five\nhundred million (500,000,000) shares of Preferred Stock, without par value.  The\nClass A Common Stock and the Class B Common Stock are hereinafter sometimes\ncollectively referred to as \"Common Stock.\"  The rights, preferences, voting\npowers and the qualifications, limitations and restrictions of the authorized\nstock shall be as follows:\n\nA.   Voting Powers\n\n1.   Each share of Class A Common Stock outstanding on any record date shall be\nentitled to one vote and each share of Class B Common Stock outstanding on such\nrecord date shall be entitled to ten votes in respect of any action of\nshareholders for which such record date was fixed. Except as otherwise required\nby the Virginia Stock Corporation Act, the Class A Common Stock and the Class B\nCommon Stock shall vote together as a single voting group and the exclusive\ngeneral voting power for all purposes shall be vested therein.\n\n2.   Except as otherwise required by the Virginia Stock Corporation Act or by\nthe Board of Directors acting pursuant to subsection C of Section 13.1-707 of\nthe Virginia Stock Corporation Act (or any successor provision):\n\n     (i) the vote required to constitute any voting group's approval of any\n     corporate action except the election of directors, an amendment or\n     restatement of these Articles, a merger, a share exchange, a sale or other\n     disposition of all or substantially all of the Corporation's property\n     otherwise than in the usual and regular course of business, or the\n     dissolution of the Corporation, shall be a\n\n                                       1\n\n \n      majority of all votes cast on the matter by such voting group at a meeting\n      at which a quorum of such voting group exists;\n\n      (ii)   directors shall be elected by a plurality of the votes cast by\n      shares entitled to vote in the election at a meeting at which a quorum is\n      present; and\n\n      (iii)  the vote required to constitute approval of an amendment or\n      restatement of these Articles, a merger, a share exchange, a sale or other\n      disposition of all or substantially all of the Corporation's property\n      otherwise than in the usual and regular course of business or the\n      dissolution of the Corporation shall be a majority of all votes entitled\n      to be cast by each voting group entitled to vote on such action.\n\nB.    Class A and Class B Common Stock\n\n      Except as otherwise set forth below in this Article III, the relative\nrights, preferences, qualifications, limitations and restrictions of the Class A\nCommon Stock and Class B Common Stock shall be identical in all respects.\n\n1.    Dividends\n\n      Subject to the rights of the holders of Preferred Stock, holders of Class\nA Common Stock and Class B Common Stock shall be entitled to receive such\ndividends and other distributions in cash, stock of any corporation (other than\nCommon Stock) or property of the Corporation as may be declared thereon by the\nBoard of Directors from time to time out of assets or funds of the Corporation\nlegally available therefor and shall share equally on a per share basis in all\nsuch dividends and other distributions. In the case of dividends or other\ndistributions payable in Common Stock, including distributions pursuant to stock\nsplits or divisions of Common Stock, only shares of Class A Common Stock shall\nbe paid or distributed with respect to Class A Common Stock and only shares of\nClass B Common Stock shall be paid or distributed with respect to Class B Common\nStock and all such dividends or distributions shall be payable at the same rate\nper share on Class A Common Stock and Class B Common Stock so as to retain,\nimmediately before and immediately after giving effect to such dividend or other\ndistribution, the relative proportion of outstanding shares of Class A Common\nStock and Class B Common Stock.\n\n2.    Liquidation\n\n      In the event of any dissolution, liquidation or winding up of the affairs\nof the Corporation, whether voluntary or involuntary, after payment in full of\nthe amounts required to be paid to the holders of Preferred Stock, the remaining\nassets and funds of the Corporation shall be distributed pro rata to the holders\nof Common Stock, and the holders of Class A Common Stock and the holders of\nClass B Common Stock will be entitled to receive the same amount per share in\nrespect thereof.  For purposes of this Article III(B)(2), the voluntary sale,\nconveyance, lease, exchange or transfer (for cash, shares of stock, securities\nor other consideration) of all or substantially all of the assets of the\n\n                                       2\n\n \nCorporation or a merger or share exchange involving the Corporation and one or\nmore other corporations (whether or not the Corporation is the corporation\nsurviving such merger) shall not be deemed to be a liquidation, dissolution or\nwinding up, voluntary or involuntary.\n\n                                       3\n\n \n3.   Reorganization\n\n     Subject to the rights of the holders of Preferred Stock, in case of any\nreorganization, share exchange or merger of the Corporation with another\ncorporation in which shares of Class A Common Stock or Class B Common Stock are\nconverted into (or entitled to receive with respect thereto) shares of stock\nand\/or other securities or property (including cash), each holder of a share of\nClass A Common Stock and each holder of a share of Class B Common Stock shall be\nentitled to receive with respect to each such share the same kind and amount of\nshares of stock and other securities and property (including cash).  In the\nevent that the holders of shares of Class A Common Stock (or of shares of Class\nB Common Stock) are granted rights to elect to receive one of two or more\nalternative forms of consideration, the foregoing provision shall be deemed\nsatisfied if holders of shares of Class A Common Stock and holders of shares of\nClass B Common Stock are granted substantially identical election rights.\n\n4.   Conversion of Class B Common Stock\n\n     (a)  Prior to the date on which shares of Class B Common Stock are\ntransferred to shareholders of Philip Morris Companies in a Tax-Free Spin-Off\n(as defined in Article III(B)(4)(b) below), each record holder of shares of\nClass B Common Stock may convert any or all of such shares into an equal number\nof shares of Class A Common Stock by surrendering the certificates, if any, for\nsuch shares, accompanied by any payment required for documentary, stamp or\nsimilar issue or transfer taxes and by a written notice by such record holder to\nthe Corporation stating that such record holder desires to convert such shares\nof Class B Common Stock into the same number of shares of Class A Common Stock\nincluding for the purpose of the sale or other disposition of such shares of\nClass A Common Stock, and requesting that the Corporation issue all of such\nshares of Class A Common Stock to persons named therein, setting forth the\nnumber of shares of Class A Common Stock to be issued to each such person and\nthe denominations in which the certificates, if any, therefor are to be issued.\nTo the extent permitted by law, such voluntary conversion shall be deemed to\nhave been effected at the close of business on the date of such surrender.\nFollowing a Tax-Free Spin-Off, shares of Class B Common Stock shall no longer be\nconvertible into shares of Class A Common Stock.\n\n     (b)  Prior to a Tax-Free Spin-Off, each share of Class B Common Stock shall\nautomatically be converted into one share of Class A Common Stock upon the\ntransfer of such share if, after such transfer, such share is not beneficially\nowned by Philip Morris Companies.  Shares of Class B Common Stock shall not\nconvert automatically into shares of Class A Common Stock (i) as a result of a\ndistribution of Class B Common Stock to shareholders of Philip Morris Companies\nin a transaction (including any distribution in exchange for shares of capital\nstock or securities of Philip Morris Companies) intended to qualify as a tax-\nfree distribution under Section 355 of the Internal Revenue Code of 1986, as\namended (the \"Code\"), or any successor provision (a \"Tax-Free Spin-Off\") or (ii)\nin any transfer after a Tax-Free Spin-Off.  For purposes of this Article\nIII(B)(4), a Tax-Free Spin-Off shall be deemed to have occurred at the time\nshares are first transferred to \n\n                                       4\n\n \nshareholders of Philip Morris Companies following receipt of a certificate\ndescribed in clause (ii) of the first sentence of Article III(B)(4)(d) below.\n\n\n                                       5\n\n \n     For purposes of these Articles:\n\n          (i)   \"Philip Morris Companies\" shall mean Philip Morris Companies\n     Inc., a Virginia corporation, and any of its successors by way of merger,\n     share exchange or sale of all or substantially all of its assets;\n\n          (ii)  \"subsidiary\" shall mean, as to any person, a corporation,\n     partnership, joint venture, association or other entity in which such\n     person beneficially owns (directly or indirectly) 50% or more of the\n     outstanding voting power or partnership interests or similar voting\n     interests;\n\n          (iii) \"beneficial ownership\" shall have the meaning given to such\n     term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934,\n     as amended; and\n\n          (iv)  \"person\" shall mean a natural person, corporation, partnership,\n     joint venture, association, or legal entity of any kind; each reference to\n     a \"natural person\" (or to a \"record holder\" of shares, if a natural person)\n     shall be deemed to include in his or her representative capacity a\n     guardian, committee, executor, administrator or other legal representative\n     of such natural person or record holder.\n\n     The Corporation will provide notice of any automatic conversion of all\noutstanding shares of Class B Common Stock to holders of record of the Common\nStock as soon as practicable following such conversion; provided, however, that\n                                                        --------  -------  ----\nthe Corporation may satisfy such notice requirement by providing such notice\nprior to such conversion.  Such notice shall be provided by any means then\npermitted by the Virginia Stock Corporation Act, including by electronic\ntransmission or mailing notice of such conversion first class postage prepaid,\nto each holder of record of the Common Stock, at such holder's address as it\nappears on the transfer books of the Corporation; provided, however, that no\n                                                  --------  -------         \nfailure to give such notice nor any defect therein shall affect the validity of\nthe automatic conversion of any shares of Class B Common Stock.  Each such\nnotice shall state, as appropriate, the following:\n\n          (i)   the automatic conversion date;\n\n          (ii)  that all outstanding shares of Class B Common Stock are\n     automatically converted;\n\n          (iii)   the place or places where certificates, if any, for such\n     shares may be surrendered in exchange for certificates, if any,\n     representing Class A Common Stock.\n\n          Immediately upon such conversion, the rights of the holders of shares\nof Class B Common Stock as such shall cease and such holders shall be treated\nfor all purposes as having become the record owners of the shares of Class A\nCommon Stock issuable upon such conversion; provided, however, that such persons\n                                            --------  -------  ----             \nshall be entitled to \n\n                                       6\n\n \nreceive when paid any dividends declared on the Class B Common Stock as of a\nrecord date preceding the time of such conversion and unpaid as of the time of\nsuch conversion, subject to Article III(B)(4)(f) below.\n\n     (c) Prior to a Tax-Free Spin-Off, holders of shares of Class B Common Stock\nmay (i) sell or otherwise dispose of or transfer any or all of such shares held\nby them, respectively, only in connection with a transfer that meets the\nqualifications of Article III(B)(4)(d) below, and under no other circumstances,\nor (ii) convert any or all of such shares into shares of Class A Common Stock,\nincluding for the purpose of effecting the sale or disposition of such shares of\nClass A Common Stock to any person as provided in Article III(B)(4)(a) above.\nPrior to a Tax-Free Spin-Off, no one other than those persons in whose names\nshares of Class B Common Stock become registered on the original stock ledger of\nthe Corporation, or transferees or successive transferees who receive shares of\nClass B Common Stock in connection with a transfer that meets the qualifications\nset forth in Article III(B)(4)(d) below, shall have the status of an owner or\nholder of shares of Class B Common Stock or be recognized as such by the\nCorporation or be otherwise entitled to enjoy for his or her own benefit the\nspecial rights and powers of a holder of shares of Class B Common Stock.\n\n     Holders of shares of Class B Common Stock may at any and all times transfer\nto any person the shares of Class A Common Stock issuable upon conversion of\nsuch shares of Class B Common Stock.\n\n     (d)  Prior to a Tax-Free Spin-Off, shares of Class B Common Stock shall be\ntransferred on the books of the Corporation upon presentation at the office of\nthe Secretary of the Corporation (or at such additional place or places as may\nfrom time to time be designated by the Secretary or any Assistant Secretary of\nthe Corporation) of proper transfer documents, accompanied by either of the\nfollowing:\n\n          (i)  a certificate from Philip Morris Companies stating that such\n     transfer is to a subsidiary of Philip Morris Companies; or\n\n          (ii)  a certificate from Philip Morris Companies stating that such\n     transfer is to the shareholders of Philip Morris Companies in connection\n     with a Tax-Free Spin-Off.\n\n     (e)  Prior to the occurrence of a Tax-Free Spin-Off, every certificate for\nshares of Class B Common Stock, if any, shall bear a legend on the face thereof\nreading as follows:\n\n          \"The shares of Class B Common Stock represented by this certificate\n     may not be transferred to any person in connection with a transfer that\n     does not meet the qualifications set forth in Article III(B)(4)(d) of the\n     Articles of Incorporation of this Corporation and no person who receives\n     such shares in connection with a transfer that does not meet the\n     qualifications prescribed by Article III(B)(4)(d) is entitled to own or to\n     be registered as the record holder of such shares of Class B \n\n                                       7\n\n \n     Common Stock, but the record holder of this certificate may at such time\n     and in the manner set forth in Article III(B)(4) of the Articles of\n     Incorporation convert such shares of Class B Common Stock into the same\n     number of shares of Class A Common Stock for purposes of effecting the sale\n     or other disposition of such shares of Class A Common Stock to any person.\n     Each holder of this certificate, by accepting the same, accepts and agrees\n     to all of the foregoing.\"\n\nUpon and after the transfer of shares in a Tax-Free Spin-Off, certificates for\nshares of Class B Common Stock, if any, shall no longer bear the legend set\nforth above in this Article III(B)(4)(e).\n\n     (f)  Upon any conversion of shares of Class B Common Stock into shares of\nClass A Common Stock pursuant to the provisions of this Article III(B)(4), any\ndividend, for which the record date or payment date shall be subsequent to such\nconversion, which may have been declared on the shares of Class B Common Stock\nso converted shall be deemed to have been declared, and shall be payable, with\nrespect to the shares of Class A Common Stock into or for which such shares of\nClass B Common Stock shall have been so converted, and any such dividend that\nshall have been declared on such shares payable in shares of Class B Common\nStock shall be deemed to have been declared, and shall be payable, in shares of\nClass A Common Stock.\n\n     (g)  The Corporation shall at all times reserve and keep available, out of\nits authorized but unissued Common Stock, such number of shares of Class A\nCommon Stock as would become issuable upon the conversion of all shares of Class\nB Common Stock then outstanding.\n\nC.   Preferred Stock\n\n     The Board of Directors may determine the preferences, limitations and\nrelative rights, to the extent permitted by the Virginia Stock Corporation Act,\nof any class of shares of Preferred Stock before the issuance of any shares of\nthat class, or of one or more series within a class before the issuance of any\nshares of that series.  Each class or series shall be  appropriately designated\nby a distinguishing designation prior to the issuance of any shares thereof.\nThe Preferred Stock of all series shall have preferences, limitations and\nrelative rights identical with those of other shares of the same series and,\nexcept to the extent otherwise provided in the description of the series, with\nthose of shares of other series of the same class.\n\n     Prior to the issuance of any shares of a class or series of Preferred\nStock, (1) the Board of Directors shall establish such class or series by\nadopting a resolution and by filing with the State Corporation Commission of\nVirginia articles of amendment setting forth the designation and number of\nshares of the class or series and the relative rights and preferences thereof,\nand (2) the State Corporation Commission of Virginia shall have issued a\ncertificate of amendment.\n\n                                  \n                                       8\n\n                                  ARTICLE IV\n \n  No holder of shares of any class of the Corporation shall have any preemptive\nor preferential right to purchase or to subscribe to (A) any shares of any class\nof the Corporation, whether now or hereafter authorized; (B) any warrants,\nrights, or options to purchase any such shares; or (C) any securities or\nobligations convertible into or exchangeable for any such shares or convertible\ninto or exchangeable for warrants, rights, or options to purchase any such\nshares.\n\n                                   ARTICLE V\n\n  The number of directors shall be fixed in the By-Laws or, in the absence of a\nBy-Law fixing the number, the number shall be two.\n\n                                       9\n\n \n                                  ARTICLE VI\n\n                                        \nA.    Definitions\n\n      For purposes of this Article VI, the following terms shall have the\nmeanings indicated:\n\n1.    \"eligible person\" means a person who is or was a director, officer or\nemployee of the Corporation or a person who is or was serving at the request of\nthe Corporation as a director, trustee, partner, officer or employee of another\ncorporation, affiliated corporation, partnership, joint venture, trust, employee\nbenefit plan or other enterprise.  A person shall be considered to be serving an\nemployee benefit plan at the Corporation's request if his duties to the\nCorporation also impose duties on, or otherwise involve services by, him to the\nplan or to participants in or beneficiaries of the plan;\n\n2.    \"expenses\" includes, without limitation, counsel fees;\n\n3.    \"liability\" means the obligation to pay a judgment, settlement, penalty,\nfine (including any excise tax assessed with respect to an employee benefit\nplan), or reasonable expenses incurred with respect to a proceeding;\n\n4.    \"party\" includes, without limitation, an individual who was, is, or is\nthreatened to be made a named defendant or respondent in a proceeding; and\n\n5.    \"proceeding\" means any threatened, pending, or completed action, suit, or\nproceeding whether civil, criminal, administrative, or investigative and whether\nformal or informal.\n\nB.    Limitation of Liability\n\n      To the full extent that the Virginia Stock Corporation Act, as it exists\non the date hereof or as hereafter amended, permits the limitation or\nelimination of the liability of directors, officers or other eligible persons,\nno director or officer of the Corporation or other eligible person made a party\nto any proceeding shall be liable to the Corporation or its shareholders for\nmonetary damages arising out of any transaction, occurrence or course of\nconduct, whether occurring prior or subsequent to the effective date of this\nArticle VI.\n\nC.    Indemnification\n\n      To the full extent permitted by the Virginia Stock Corporation Act, as it\nexists on the date hereof or as hereafter amended, the Corporation shall\nindemnify any person who was or is a party to any proceeding, including a\nproceeding brought by or in the right of the Corporation or brought by or on\nbehalf of shareholders of the Corporation, by reason of the fact that such\nperson is or was an eligible person against any liability incurred by him in\nconnection with such proceeding.  To the same extent, the Corporation is\n\n                                      10\n\n \nempowered to enter into a contract to indemnify any eligible person against\nliability in respect of any proceeding arising from any act or omission, whether\noccurring before or after the execution of such contract.\n\n\nD.  Termination of Proceeding\n\n    The termination of any proceeding by judgment, order, settlement,\nconviction, or upon a plea of nolo contendere or its equivalent, shall not of\nitself create a presumption that the eligible person did not meet any standard\nof conduct that is or may be a prerequisite to the limitation or elimination of\nliability provided in Article VI(B) or to his entitlement to indemnification\nunder Article VI(C).\n\nE.  Determination of Availability\n\n    The Corporation shall indemnify under Article VI(C) any eligible person who\nprevails in the defense of any proceeding.  Any other indemnification under\nArticle VI(C) (unless ordered by a court) shall be made by the Corporation only\nas authorized in the specific case upon a determination that indemnification is\nproper in the circumstances because the eligible person has met any standard of\nconduct that is a prerequisite to his entitlement to indemnification under\nArticle VI(C).\n\n\n    The determination shall be made:\n\n        (a)    by the Board of Directors by a majority vote of a quorum\n     consisting of directors not at the time parties to the proceeding;\n\n        (b)    if a quorum cannot be obtained under clause (a) of this Article\n     VI(E), by majority vote of a committee duly designated by the Board of\n     Directors (in which designation directors who are parties may participate),\n     consisting solely of two or more directors not at the time parties to the\n     proceeding;\n\n        (c)    by special legal counsel:\n\n               (i)  selected by the Board of Directors or its committee in the\n               manner prescribed in clause (a) or (b) of this Article VI(E); or\n\n               (ii) if a quorum of the Board of Directors cannot be obtained\n               under clause (a) of this Article VI(E) and a committee cannot be\n               designated under clause (b) of this Article VI(E), selected by a\n               majority vote of the full Board of Directors, in which selection\n               directors who are parties may participate; or\n\n                                      11\n\n \n         (d) by the holders of Common Stock, but shares owned by or voted under\n         the control of directors who are at the time parties to the proceeding\n         may not be voted on the determination.\n\nAuthorization of indemnification and advancement of expenses and evaluation as\nto reasonableness of expenses shall be made in the same manner as the\ndetermination that indemnification is appropriate, except that if the\ndetermination is made by special legal counsel, such authorization and\nevaluations shall be made by those entitled under clause (c) of this Article\nVI(E) to select counsel.\n\n     Notwithstanding the foregoing, in the event there has been a change in the\ncomposition of a majority of the Board of Directors after the date of the\nalleged act or omission with respect to which indemnification, an advance or\nreimbursement is claimed other than through successor Directors approved by the\nBoard of Directors, any determination as to such indemnification, advance or\nreimbursement shall be made by special legal counsel agreed upon by the Board of\nDirectors and the eligible person.  If the Board of Directors and the eligible\nperson are unable to agree upon such special legal counsel, the Board of\nDirectors and the eligible person each shall select a nominee, and the nominees\nshall select such special legal counsel.\n\n\nF.   Advances\n\n1.   The Corporation may pay for or reimburse the reasonable expenses incurred\nby any eligible person (and for a person referred to in Article VI(G)) who is a\nparty to a proceeding in advance of final disposition of the proceeding or the\nmaking of any determination under Article VI(C) if any such person furnishes the\nCorporation:\n\n         (a) a written statement, executed personally, of his good faith belief\n         that he has met any standard of conduct that is a prerequisite to his\n         entitlement to indemnification pursuant to Article VI(C) or Article\n         VI(G); and\n\n         (b) a written undertaking, executed personally or on his behalf, to\n         repay the advance if it is ultimately determined that he did not meet\n         such standard of conduct.\n\nThe undertaking required by clause (b) of this Article VI(F) shall be an\nunlimited general obligation but need not be secured and may be accepted without\nreference to financial ability to make repayment.\n\n2.   Authorizations of payments under this Article VI(F) shall be made by the\npersons specified in Article VI(E).\n\n\n\n                                      12\n\nG.   Indemnification of Others\n \n     The Corporation is empowered to indemnify or contract to indemnify any\nperson not specified in Article VI(C) who was, is or may become a party to any\nproceeding, by reason of the fact that he is or was an agent of or consultant to\nthe Corporation, to the same or a lesser extent as if such person were specified\nas one to whom indemnification is granted in Article VI(C).  The provisions of\nArticle VI(D), Article VI(E) and Article VI(F), to the extent set forth therein,\nshall be applicable to any indemnification provided hereafter pursuant to this\nArticle VI(G).\n\nH.   Application; Amendment\n\n     The provisions of this Article VI shall be applicable to all proceedings\ncommenced after it becomes effective, arising from any act or omission, whether\noccurring before or after such effective date.  No amendment or repeal of this\nArticle VI shall impair or otherwise diminish the rights provided under this\nArticle VI (including those created by contract) with respect to any act or\nomission occurring prior to such amendment or repeal.  The Corporation shall\npromptly take all such actions and make all such determinations and\nauthorizations as shall be necessary or appropriate to comply with its\nobligation to make any indemnity against liability, or to advance any expenses,\nunder this Article VI and shall promptly pay or reimburse all reasonable\nexpenses incurred by any eligible person or by a person referred to in Article\nVI(G) in connection with such actions and determinations or proceedings of any\nkind arising therefrom.\n\nI.   Insurance\n \n     The Corporation may purchase and maintain insurance to indemnify it against\nthe whole or any portion of the liability assumed by it in accordance with this\nArticle and may also procure insurance, in such amounts as the Board of\nDirectors may determine, on behalf of any eligible person (and for a person\nreferred to in Article VI(G)) against any liability asserted against or incurred\nby him whether or not the Corporation would have power to indemnify him against\nsuch liability under the provisions of this Article VI.\n\nJ.   Further Indemnity\n\n1.   Every reference herein to directors, officers, trustees, partners,\nemployees, agents or consultants shall include former directors, officers,\ntrustees, partners, employees, agents or consultants and their respective heirs,\nexecutors and administrators. The indemnification hereby provided and provided\nhereafter pursuant to the power hereby conferred by this Article VI shall not be\nexclusive of any other rights to which any person may be entitled, including any\nright under policies of insurance that may be purchased and maintained by the\nCorporation or others, with respect to claims, issues or matters in relation to\nwhich the Corporation would not have the power to indemnify such person under\nthe provisions of this Article VI.\n \n2.   Nothing herein shall prevent or restrict the power of the Corporation to\nmake or provide for any further indemnity, or provisions for determining\nentitlement to indemnity, \n\n                                      13\n\n \npursuant to one or more indemnification agreements, By-Laws, or other\narrangements (including without limitation, creation of trust funds or security\ninterests funded by letters of credit or other means) approved by the Board of\nDirectors (whether or not any of the directors of the Corporation shall be a\nparty to or beneficiary of any such agreements, By-Laws or other arrangements);\nprovided, however, that any provision of such agreements, By-Laws or other\narrangements shall not be effective if and to the extent that it is determined\nto be contrary to this Article or applicable laws of the Commonwealth of\nVirginia, but other provisions of any such agreements, By-Laws or other\narrangements shall not be affected by any such determination.\n\nK.   Severability\n\n     Each provision of this Article VI shall be severable, and an adverse\ndetermination as to any such provision shall in no way affect the validity of\nany other provision.\n \n\n                                  ARTICLE VII\n\n     Article 14.1 of Chapter 9 of Title 13.1 of the Code of Virginia shall not\napply to the Corporation.\n\n                                      14\n\n \n                                 ARTICLE VIII\n\n     The initial registered office of the Corporation is Hunton &amp; Williams,\nRiverfront Plaza, East Tower, 951 E. Byrd Street, Richmond, Virginia  23219-\n4074.  The initial registered agent of the Corporation is Louanna O. Heuhsen, a\nVirginia resident and a member of the Virginia State Bar whose business office\nis identical with the Corporation's initial registered office.\n\n\n\n                                           \/s\/ Louanna O. Heuhsen \n                                           ---------------------------------\n                                           Louanna O. Heuhsen, Incorporator\n\n                                      15\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8003],"corporate_contracts_industries":[9424],"corporate_contracts_types":[9573,9575],"class_list":["post-41412","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-kraft-foods-inc","corporate_contracts_industries-food__diversified","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41412","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41412"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41412"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41412"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41412"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}