Common use of Third Party Transfers Clause in Contracts

Third Party Transfers. A Beneficiary may Transfer (a) its beneficial interest in any Trust Shares to one or more third party transferees other than a Permitted Transferee (each, a "Third Party Transferee") provided that such Transfer constitutes a Permitted Encumbrance or a Permitted Hedge and/or (b) its beneficial interest in Trust Shares that are Class A Exchangeable Shares to a Third Party Transferee provided that prior to such Transfer such Class A Exchangeable Shares are converted as permitted pursuant to Article 18 of the Exchangeable Share Provisions so that the Third Party Transferee receives only Class B Exchangeable Shares. Any such conversion and Transfer described in clause (b) shall be effected by the transferring Beneficiary's Beneficiary Representative causing the Trustee, in accordance with Section 3.05, to take such actions as are required by such section to effect such conversion and Transfer and to release such Trust Shares (and Class B Exchangeable Shares issued upon conversion thereof) from the Trust created hereby, whereupon such shares shall no longer be subject to this Agreement. Following any such conversion and Transfer described in clause (b), this Agreement shall continue in full force and effect with respect to all other Trust Shares not subject to such Transfer. Notwithstanding anything to the contrary in this Agreement (including this Section 8.02), each Molson Family Group Beneficiary agrees that it shall not be permitted to make a Transfer of its beneficial interests in Trust Shares under this Section 8.02 nor convert any Class A Exchangeable Shares to Class B Exchangeable Shares if, giving effect to such Transfer or the requisite conversion, the Class A Exchangeable Shares (and associated rights) remaining subject to this Agreement, together with any Company Shares subject to the Delaware Voting Trust Agreement, would constitute in the aggregate less than 50.1% of the aggregate voting power of all then-outstanding Company Shares and Class A Exchangeable Shares (and associated rights) unless, at any time prior to such Transfer or 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. In determining whether the conditions described in this Article VIII are satisfied, the Trustee shall be entitled to rely on a written certificate delivered by the applicable Beneficiary and the applicable Beneficiary Representative to the effect that such conditions are satisfied, provided that such certificate is also delivered to the other Beneficiary Representative hereunder.

Third Party Transfers. A Beneficiary may Transfer (a) its beneficial interest in any Trust Shares to one or more third party transferees other than a Permitted Transferee (each, a "Third Party Transferee") provided that such Transfer constitutes a Permitted Encumbrance or a Permitted Hedge and/or (b) its beneficial interest in Trust Shares that are Class A Exchangeable Company Shares to a Third Party Transferee provided that prior to such Transfer such Class A Exchangeable Company Shares are converted as permitted pursuant to Article 18 Sixth of the Exchangeable Share Provisions Company's Certificate of Incorporation so that the Third Party Transferee receives only shares of Class B Exchangeable SharesCommon Stock. Any such conversion and Transfer described in clause (b) shall be effected by the transferring Beneficiary's Beneficiary Representative causing the Trustee, in accordance with Section 3.05, to take such actions as are required by such section to effect such conversion and Transfer and to release such Trust Shares (and the shares of Class B Exchangeable Shares Common Stock issued upon conversion thereof) from the Trust created hereby, whereupon such shares shall no longer be subject to this Agreement. Following any such conversion and Transfer described in clause (b), this Agreement shall continue in full force and effect with respect to all other Trust Shares not subject to such Transfer. Notwithstanding anything to the contrary in this Agreement (including this Section 8.02), each Molson Family Group Beneficiary agrees that it shall not be permitted to make a Transfer of its beneficial interests in Trust Shares under this Section 8.02 nor convert any Class A Exchangeable Company Shares to Class B Exchangeable Shares Common Stock if, giving effect to such Transfer or the requisite conversion, the Company Shares remaining subject to this Agreement, together with any Class A Exchangeable Shares (and associated rights) remaining subject to this Agreement, together with any Company Shares subject to the Delaware Canadian Voting Trust Agreement, would constitute in the aggregate less than 50.1% of the aggregate voting power of all then-outstanding Company Shares and Class A Exchangeable Shares (and associated rights) unless, at any time prior to such Transfer or conversion, the aggregate number of Company Shares and Class A Exchangeable Shares and Company Shares of the Coors Family Group Beneficiaries deposited under this Agreement and/or the Delaware Canadian 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) transactions as a result of one or more Transfers (and associated conversion into Class B Exchangeable Shares Common Stock or Class B Common StockExchangeable Shares, as applicable applicable) of Company Shares or Class A Exchangeable Shares or Company Shares) to a Third Party Transferee. In determining whether the conditions described in this Article VIII are satisfied, the Trustee shall be entitled to rely on a written certificate delivered by the applicable Beneficiary and the applicable Beneficiary Representative to the effect that such conditions are satisfied, provided that such certificate is also delivered to the other Beneficiary Representative hereunder.

Third Party Transfers. A Beneficiary may Transfer (a) its beneficial interest Prior to the Closing Date, one or more of the Undersigned C/G Stockholders (collectively, the “Transferring Parties” and individually, a “Transferring Party”) may, in any Trust Shares the aggregate, transfer up to thirty percent (30%) of their ownership interests in the Cypress/Garoge Common Stock as of the date of this Agreement and as set forth in Section 5.3(c) of the C/G Disclosure Schedule to one or more third party transferees other than a Permitted Transferee parties in one or more cash transactions (each, a "“Third Party Transferee") provided that such Transfer constitutes Transfer”). Prior to the consummation of any Third Party Transfer, a Permitted Encumbrance Transferring Party or a Permitted Hedge and/or C/G Company shall notify Parent of the identity of the proposed transferee in connection with a proposed Third Party Transfer and provide to Parent the full and final terms and conditions (b“Terms”) its beneficial with respect to any such proposed Third Party Transfer. The Terms of any Third Party Transfer shall not in any manner commit, obligate or encumber (i) the Contributed Assets or (ii) any asset or property (including any right, title and interest in Trust Shares or to such asset or property) of any of the C/G Companies, Parent or any of Parent’s Subsidiaries without the prior written consent of Parent, and prior to the consummation of any such Third Party Transfer (that are Class A Exchangeable Shares so commits, obligates or encumbers the assets described above), Parent shall be reasonably satisfied that the Terms of any such Third Party Transfer shall not otherwise have any adverse consequences to Parent, its Subsidiaries or the respective businesses of Parent and its Subsidiaries. Parent hereby acknowledges that one of more of the proposed third party transferees in connection with a Third Party Transferee provided Transfer may constitute certain domestic and/or international distribution partners who may have (or may enter into) output distribution arrangements on Terms that prior are (A) fair to such Transfer such Class A Exchangeable Shares are converted as permitted pursuant to Article 18 Parent and its Subsidiaries, (B) do not conflict with any existing contractual arrangements of any of the Exchangeable Share Provisions so that C/G Companies or Parent and its Subsidiaries, and (C) otherwise on customary terms and conditions in the Third Party Transferee receives only Class B Exchangeable Sharesmotion picture industry (such Terms to be referred to herein as, “Distribution Terms”). Any such conversion and Transfer described in clause (b) All Distribution Terms shall be effected by the transferring Beneficiary's Beneficiary Representative causing the Trustee, in accordance with Section 3.05, to take such actions as are required by such section to effect such conversion and Transfer and to release such Trust Shares (and Class B Exchangeable Shares issued upon conversion thereof) from the Trust created hereby, whereupon such shares shall no longer be subject to this Agreement. Following any such conversion the review and Transfer described prior written consent of Parent (in clause (bconsultation with the Administrative Agent), this Agreement shall continue in full force and effect with respect to all other Trust Shares not subject to such Transfer. Notwithstanding anything to the contrary in this Agreement (including this Section 8.02), each Molson Family Group Beneficiary agrees that it which shall not be permitted to make a Transfer of its beneficial interests in Trust Shares under this Section 8.02 nor convert any Class A Exchangeable Shares to Class B Exchangeable Shares if, giving effect to such Transfer or the requisite conversion, the Class A Exchangeable Shares (unreasonably withheld and associated rights) remaining subject to this Agreement, together with any Company Shares subject to the Delaware Voting Trust Agreement, would constitute in the aggregate less than 50.1% of the aggregate voting power of all then-outstanding Company Shares and Class A Exchangeable Shares (and associated rights) unless, at any time prior to such Transfer or 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. In determining whether the conditions described in this Article VIII are satisfied, the Trustee shall be entitled solely to rely on a written certificate delivered by confirm that the applicable Beneficiary Distribution Terms are in compliance with subclauses (A), (B) and the applicable Beneficiary Representative to the effect that such conditions are satisfied, provided that such certificate is also delivered to the other Beneficiary Representative hereunder(C).

Third Party Transfers. A Beneficiary may Transfer (a) its beneficial interest in any Trust Shares to one or more third party transferees other than a Permitted Transferee (each, a "Third Party Transferee") provided that such Transfer constitutes a Permitted Encumbrance or a Permitted Hedge and/or (b) its beneficial interest in Trust Shares that are Class A Exchangeable Company Shares to a Third Party Transferee provided that prior to such Transfer such Class A Exchangeable Company Shares are converted as permitted pursuant to Article 18 Sixth of the Exchangeable Share Provisions Company's Certificate of Incorporation so that the Third Party Transferee receives only shares of Class B Exchangeable SharesCommon Stock. Any such conversion and Transfer described in clause (b) shall be effected by the transferring Beneficiary's Beneficiary Representative causing the Trustee, in accordance with Section 3.053.05(b), to take such actions as are required by such section to effect such conversion and Transfer and to release such Trust Shares (and the shares of Class B Exchangeable Shares Common Stock issued upon conversion thereof) from the Trust created hereby, whereupon such shares shall no longer be subject to this Agreement. Following any such conversion and Transfer described in clause (b), this Agreement shall continue in full force and effect with respect to all other Trust Shares not subject to such Transfer. Notwithstanding anything to the contrary in this Agreement (including this Section 8.02), each Molson Family Group Beneficiary agrees that it shall not be permitted to make a Transfer of its beneficial interests in Trust Shares under this Section 8.02 nor convert any Class A Exchangeable Company Shares to Class B Exchangeable Shares Common Stock if, giving effect to such Transfer or the requisite conversion, the Company Shares remaining subject to this Agreement, together with any Class A Exchangeable Shares (and associated rights) remaining subject to this Agreement, together with any Company Shares subject to the Delaware Canadian Voting Trust Agreement, would constitute in the aggregate less than 50.1% of the aggregate voting power of all then-outstanding Company Shares and Class A Exchangeable Shares (and associated rights) unless, at any time prior to such Transfer or conversion, the aggregate number of Company Shares and Class A Exchangeable Shares and Company Shares of the Coors Family Group Beneficiaries deposited under this Agreement and/or the Delaware Canadian Voting Trust Agreement is less than 1,260,000 the number (without duplication, as adjusted by any stock split, consolidation, reorganization, merger, amalgamation, reclassification, recapitalization or similar transactions) of Company Shares initially deposited by the Coors Trust on the date hereof under this Agreement 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 Company Shares or Company Shares) to a Third Party Transferee. In determining whether the conditions described in this Article VIII are satisfied, the Trustee shall be entitled to rely on a written certificate delivered by the applicable Beneficiary and the applicable Beneficiary Representative to the effect that such conditions are satisfied, provided that such certificate is also delivered to the other Beneficiary Representative hereunder.