Common use of Retraction; Redemption; Conversion of Exchangeable Shares Clause in Contracts

Retraction; Redemption; Conversion of Exchangeable Shares. (a) In the event that (i) a Beneficiary Representative notifies the Trustee that a Beneficiary for which the Beneficiary Representative is the Beneficiary Representative wishes that all or any portion of the Class A Exchangeable Shares in respect of which such Beneficiary has a Beneficiary Account be redeemed in accordance with the Article 6 of the Exchangeable Share Provisions, or that such Beneficiary wishes that all or any portion of the Class A Exchangeable Shares in respect of which such Beneficiary has a Beneficiary Account be converted into Class B Exchangeable Shares in accordance with Article 18 of the Exchangeable Share Provisions; (ii) the Exchange Right (as defined in the Voting and Exchange Trust Agreement) or on liquidation of Exchangeco) is exercised under Article 5 of the Voting and Exchange Trust Agreement in respect of any Class A Exchangeable Shares in respect of which such Beneficiary has a Beneficiary Account; or (iii) in the event that Callco (as defined in the Exchangeable Share Provisions) or the Company exercises any of their respective rights in respect of the Class A Exchangeable Shares in respect of which such Beneficiary has a Beneficiary Account pursuant to the Exchangeable Share Provisions or the Voting and Exchange Trust Agreement, the Trustee shall use all reasonable efforts to take all actions necessary (including, but not limited to those required by the Exchangeable Share Provisions), to effect such redemption, conversion, exchange or sale (in the case of Callco). (b) Upon the redemption or exchange of a Beneficiary's Class A Exchangeable Shares for shares of Class A Common Stock of the Company or any successor in accordance with the Exchangeable Share Provisions (whether pursuant to paragraph (a) above or otherwise including upon the exercise of the Exchange Right, and upon any purchase by Callco of any Class A Exchangeable Shares from a Beneficiary, such Beneficiary shall take such actions as are necessary to become a party to the Delaware Voting Trust Agreement and the Trustee shall deposit the shares of Class A Common Stock of the Company or any successor or any securities that would constitute Voting Securities (as defined in the Delaware Voting Trust Agreement) or resulting therefrom in trust pursuant to Section 2.01(b) of the Delaware Voting Trust Agreement and any money, property or other securities distributed on such redemption exchange or sale shall be released to the applicable Beneficiary. (c) Notwithstanding anything to the contrary in this Agreement (including this Section 3.08), each Molson Family Group Beneficiary agrees that it shall not be permitted to convert any Class A Exchangeable Shares into Class B Exchangeable Shares under this Section 3.08 unless it shall provide the Trustee with a legal opinion to the effect that (a) giving effect to such conversion, the voting power in the Company associated with (i) the Class A Exchangeable Shares (and Ancillary Rights) remaining subject to this Agreement, together with (ii) any Company Shares subject to the Delaware Voting Trust Agreement, would constitute in the aggregate at least 50.1% of the aggregate voting power in the Company of all then-outstanding Class A Exchangeable Shares (and Ancillary Rights) and Company Shares, or (b) at any time prior to such conversion, the aggregate number of Class A Exchangeable Shares and Company Shares of the Coors Family Group Beneficiaries deposited under this Agreement and/or the Delaware Voting Trust Agreement is less than 1,260,000 (without duplication, as adjusted by any stock split, consolidation, reorganization, merger, amalgamation, reclassification, recapitalization or similar transactions) as a result of one or more Transfers (and associated conversion into Class B Exchangeable Shares or Class B Common Stock, as applicable) of Class A Exchangeable Shares or Company Shares to a Third Party Transferee.