Distributions Upon Reorganization of the Company. In the event the Company is merged or consolidated with or into another corporation or other business entity, the Trustee shall, in its discretion, and depending on the terms of the agreement authorizing such transaction, either (a) (i) receive and hold under the terms of this Agreement any Voting Securities of the successor corporation received on account of such merger or consolidation in respect of the Trust Shares (in which case Certificates issued and outstanding under this Agreement at the time of such merger or consolidation may remain outstanding or the Trustee may, at its discretion, 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 hereof, and (ii) distribute or cause to be distributed any money, other securities, rights or property so received, less any applicable withholding tax, among the Beneficiaries ratably in accordance with the number 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, other securities, rights or property so received, less any applicable withholding tax, among the registered holders of Certificates ratably in accordance with the number 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. 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 merged, consolidated or consolidated amalgamated with or into another corporation or other business entity, the Trustee shall, as directed in its discretionwriting by the Coors Beneficiary Representative or the Molson Beneficiary Representative, and depending on the terms of the agreement authorizing such transactionas appropriate, either (a) (i) receive and hold under in the terms of this Agreement respective Beneficiary Account established for Beneficiaries hereunder any Voting Securities of the successor corporation securities received on account of such merger merger, consolidation or consolidation 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, consolidation or consolidation may amalgamation shall remain outstanding outstanding, unless the Coors Beneficiary Representative or the Molson Beneficiary Representative, as appropriate, shall direct the Trustee may, at its discretion, 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 hereof2.01, and (ii) distribute or cause to be distributed any money, other securities, rights or property so received, less any applicable subject to its duty to withhold withholding taxtax set forth in Section 4.07, among to the Beneficiaries ratably in accordance with the number of Trust Shares represented by their respective CertificatesBeneficiary 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, less any applicable subject to its duty to withhold withholding taxtax set forth in Section 4.07, among to the registered holders of Certificates ratably in accordance with the number of Trust Shares represented by their respective CertificatesBeneficiary for whom such Beneficiary Accounts have been established and maintained, in which case the Beneficiaries hereby agree, pursuant to Section 2.01(b) hereof), to deposit such Voting Securities with the Trustee under this AgreementAgreement 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, Voting Trust Agreement (Molson Coors Brewing Co)
Distributions Upon Reorganization of the Company. In the event the Company is merged merged, consolidated or consolidated amalgamated with or into another corporation or other business entity, the Trustee shall, in its discretion, and depending on the terms of the agreement authorizing such transaction, either (a) (i) receive and hold under in the terms of this Agreement respective Beneficiary Account established for Beneficiaries hereunder any Voting Securities of the successor corporation securities received on account of such merger merger, consolidation or consolidation 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, consolidation or consolidation amalgamation may remain outstanding or the Trustee may, at its discretion, 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 hereof2.01, and (ii) distribute or cause to be distributed any money, other securities, rights or property so received, less any applicable withholding tax, among to the Beneficiaries ratably in accordance with the number of Trust Shares represented by their respective CertificatesBeneficiary 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, less any applicable withholding tax, among to the registered holders of Certificates ratably in accordance with the number of Trust Shares represented by their respective CertificatesBeneficiary for whom such Beneficiary Accounts have been established and maintained, 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. 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
Distributions Upon Reorganization of the Company. In the event the Company is merged merged, consolidated or consolidated amalgamated with or into another corporation or other business entity, the Trustee shall, as directed in its discretionwriting by the Coors Beneficiary Representative or the Molson Beneficiary Representative, and depending on the terms of the agreement authorizing such transactionas appropriate, either (a) (i) receive and hold under in the terms of this Agreement respective Beneficiary Account established for Beneficiaries hereunder any Voting Securities of the successor corporation securities received on account of such merger merger, consolidation or consolidation 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, consolidation or consolidation may amalgamation shall remain outstanding outstanding, unless the Coors Beneficiary Representative or the Molson Beneficiary Representative, as appropriate, shall direct 18 the Trustee may, at its discretion, 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 hereof2.01, and (ii) distribute or cause to be distributed any money, other securities, rights or property so received, less any applicable subject to its duty to withhold withholding taxtax set forth in Section 4.07, among to the Beneficiaries ratably in accordance with the number of Trust Shares represented by their respective CertificatesBeneficiary 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, less any applicable subject to its duty to withhold withholding taxtax set forth in Section 4.07, among to the registered holders of Certificates ratably in accordance with the number of Trust Shares represented by their respective CertificatesBeneficiary for whom such Beneficiary Accounts have been established and maintained, in which case the Beneficiaries hereby agree, pursuant to Section 2.01(b) hereof), to deposit such Voting Securities with the Trustee under this AgreementAgreement 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.)