General Mills (GIS)

         1.3 Purpose; Powers.

        (a)  The purposes of the Company are:

               (i)        to acquire, either directly or from the Members, and to own, hold, vote, manage, protect, conserve, assign, sell, or otherwise dispose of, either directly, or indirectly through one or more wholly owned Subsidiaries, the Permitted Assets, all in accordance with this Agreement and the other Transaction Documents;

               (ii)       to conduct the Permitted Lines of Business;

               (iii)      to receive and, subject to Sections 4 and 13.2, distribute to the Members (A) the proceeds of any sale, lease, license, or any other disposition of the Company’s Permitted Assets received by the Company or (B) any distributions or payments received by the Company; and

               (iv)     to do such other things and engage in any other activities that the Managing Member of the Company determines to be necessary, convenient, or incidental to any of the foregoing purposes.

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        (b)  The Company has the power to do any and all acts necessary, appropriate, proper, advisable, incidental, or convenient to, and in furtherance of, the purposes of the Company set forth in this Section 1.3 and has, without limitation, any and all powers that may be exercised on behalf of the Company by the Managing Member pursuant to Section 5.

        1.3     Purpose; Powers.

                (a)    The purposes of the Company are:

                        (i)    to acquire, either directly or from the Members, and to own, hold, vote, manage, protect, conserve, assign, sell, or otherwise dispose of, either directly, or indirectly through one or more wholly owned Subsidiaries, the Permitted Assets, all in accordance with this Agreement and the other Transaction Documents;