Common use of Distributions Upon Reorganization of the Company Clause in Contracts

Distributions Upon Reorganization of the Company. In the event the Company is merged, consolidated or amalgamated with or into another corporation or other business entity, the Trustee shall, as directed in writing by the Coors Beneficiary Representative or the Molson Beneficiary Representative, as appropriate, either (a) (i) receive and hold in the respective Beneficiary Account established for Beneficiaries hereunder any securities received on account of such merger, consolidation or amalgamation in respect of the Trust Shares that are Voting Securities of the successor received on account of such merger, consolidation or amalgamation (in which case Certificates issued and outstanding under this Agreement at the time of such merger, consolidation or amalgamation shall remain outstanding, unless the Coors Beneficiary Representative or the Molson Beneficiary Representative, as appropriate, shall direct the Trustee in writing to substitute for such Certificates new voting trust certificates in appropriate form) and such Voting Securities of the successor corporation shall be and become subject to all of the terms and conditions hereof to the same extent as if originally deposited hereunder pursuant to Section 2.01, and (ii) distribute or cause to be distributed any money, other securities, rights or property so received, subject to its duty to withhold withholding tax set forth in Section 4.07, to the Beneficiary for whom such Beneficiary Accounts have been established and maintained, or (b) distribute or cause to be distributed such Voting Securities of the successor corporation, together with any money, any other securities, rights or property so received, subject to its duty to withhold withholding tax set forth in Section 4.07, to the Beneficiary for whom such Beneficiary Accounts have been established and maintained, in which case the Beneficiaries hereby agree, pursuant to Section 2.01(b), to deposit such Voting Securities with the Trustee under this Agreement within two Business Days. The Beneficiaries also agree to execute any amendments to this Agreement, if any are necessary, to perpetuate this Trust under the reorganized corporation.

Appears in 2 contracts

Samples: Voting Trust Agreement, Trust Agreement (Molson Coors Brewing Co)

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Distributions Upon Reorganization of the Company. In the event the Company is merged, merged or consolidated or amalgamated with or into another corporation or other business entity, the Trustee shall, as directed in writing by its discretion, and depending on the Coors Beneficiary Representative or terms of the Molson Beneficiary Representative, as appropriateagreement authorizing such transaction, either (a) (i) receive and hold in under the respective Beneficiary Account established for Beneficiaries hereunder terms of this Agreement any securities Voting Securities of the successor corporation received on account of such merger, merger or consolidation or amalgamation in respect of the Trust Shares that are Voting Securities of the successor received on account of such merger, consolidation or amalgamation (in which case Certificates issued and outstanding under this Agreement at the time of such merger, merger or consolidation or amalgamation shall may remain outstanding, unless the Coors Beneficiary Representative outstanding or the Molson Beneficiary RepresentativeTrustee may, as appropriateat its discretion, shall direct the Trustee in writing to substitute for such Certificates new voting trust certificates in appropriate form) and such Voting Securities of the successor corporation shall be and become subject to all of the terms and conditions hereof to the same extent as if originally deposited hereunder pursuant to Section 2.012.01 hereof, and (ii) distribute or cause to be distributed any money, other securities, rights or property so received, subject to its duty to withhold less any applicable withholding tax set forth tax, among the Beneficiaries ratably in Section 4.07, to accordance with the Beneficiary for whom such Beneficiary Accounts have been established and maintainednumber of Trust Shares represented by their respective Certificates, or (b) distribute or cause to be distributed such Voting Securities of the successor corporation, together with any money, any other securities, rights or property so received, subject to its duty to withhold less any applicable withholding tax set forth tax, among the registered holders of Certificates ratably in Section 4.07, to accordance with the Beneficiary for whom such Beneficiary Accounts have been established and maintainednumber of Trust Shares represented by their respective Certificates, in which case the Beneficiaries hereby agree, pursuant to Section 2.01(b)) hereof, to deposit such Voting Securities with the Trustee under this Agreement within two Business DaysAgreement. The Beneficiaries also agree to execute any amendments to this Agreement, if any are necessary, to perpetuate this Trust under the reorganized corporation.

Appears in 2 contracts

Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)

Distributions Upon Reorganization of the Company. In the event the Company is merged, consolidated or amalgamated with or into another corporation or other business entity, the Trustee shall, as directed in writing by the Coors Beneficiary Representative or the Molson Beneficiary Representative, as appropriate, either (a) (i) receive and hold in the respective Beneficiary Account established for Beneficiaries hereunder any securities received on account of such merger, consolidation or amalgamation in respect of the Trust Shares that are Voting Securities of the successor received on account of such merger, consolidation or amalgamation (in which case Certificates issued and outstanding under this Agreement at the time of such merger, consolidation or amalgamation shall remain outstanding, unless the Coors Beneficiary Representative or the Molson Beneficiary Representative, as appropriate, shall direct 18 the Trustee in writing to substitute for such Certificates new voting trust certificates in appropriate form) and such Voting Securities of the successor corporation shall be and become subject to all of the terms and conditions hereof to the same extent as if originally deposited hereunder pursuant to Section 2.01, and (ii) distribute or cause to be distributed any money, other securities, rights or property so received, subject to its duty to withhold withholding tax set forth in Section 4.07, to the Beneficiary for whom such Beneficiary Accounts have been established and maintained, or (b) distribute or cause to be distributed such Voting Securities of the successor corporation, together with any money, any other securities, rights or property so received, subject to its duty to withhold withholding tax set forth in Section 4.07, to the Beneficiary for whom such Beneficiary Accounts have been established and maintained, in which case the Beneficiaries hereby agree, pursuant to Section 2.01(b), to deposit such Voting Securities with the Trustee under this Agreement within two Business Days. The Beneficiaries also agree to execute any amendments to this Agreement, if any are necessary, to perpetuate this Trust under the reorganized corporation.

Appears in 1 contract

Samples: Voting Trust Agreement (Pentland Securities (1981) Inc.)

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Distributions Upon Reorganization of the Company. In the event the Company is merged, consolidated or amalgamated with or into another corporation or other business entity, the Trustee shall, as directed in writing by its discretion, and depending on the Coors Beneficiary Representative or terms of the Molson Beneficiary Representative, as appropriateagreement authorizing such transaction, either (a) (i) receive and hold in the respective Beneficiary Account established for Beneficiaries hereunder any securities received on account of such merger, consolidation or amalgamation in respect of the Trust Shares that are Voting Securities of the successor received on account of such merger, consolidation or amalgamation (in which case Certificates issued and outstanding under this Agreement at the time of such merger, consolidation or amalgamation shall may remain outstanding, unless the Coors Beneficiary Representative outstanding or the Molson Beneficiary RepresentativeTrustee may, as appropriateat its discretion, shall direct the Trustee in writing to substitute for such Certificates new voting trust certificates in appropriate form) and such Voting Securities of the successor corporation shall be and become subject to all of the terms and conditions hereof to the same extent as if originally deposited hereunder pursuant to Section 2.01, and (ii) distribute or cause to be distributed any money, other securities, rights or property so received, subject to its duty to withhold less any applicable withholding tax set forth in Section 4.07tax, to the Beneficiary for whom such Beneficiary Accounts have been established and maintained, or (b) distribute or cause to be distributed such Voting Securities of the successor corporation, together with any money, any other securities, rights or property so received, subject to its duty to withhold less any applicable withholding tax set forth in Section 4.07tax, to the Beneficiary for whom such Beneficiary Accounts have been established and maintained, in which case the Beneficiaries hereby agree, pursuant to Section 2.01(b), to deposit such Voting Securities with the Trustee under this Agreement within two Business DaysAgreement. The Beneficiaries also agree to execute any amendments to this Agreement, if any are necessary, to perpetuate this Trust under the reorganized corporation.

Appears in 1 contract

Samples: Combination Agreement (Coors Adolph Co)

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