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) If any Stockholder desires to Transfer any of its beneficial interest in any Trust Shares to one or more third party transferees Securities (other than pursuant to a Permitted Transferee Public Offering) to a Third Party (a "Selling Stockholder"), such Selling Stockholder may not effect such Transfer of such Securities (the "Offered Stock") to a Third Party (a "Third Party Sale") unless such Stockholder complies with this Section 2.3. (b) Prior to consummating a Third Party Sale, the Selling Stockholder will deliver to each other Stockholder (the "Non-Offering Stockholders") a written notice (an "ROFO Offer Notice") specifying (i) the aggregate amount of cash consideration (the "Offer Price") for which the Selling Stockholder proposed to sell the Offered Stock in such proposed Third Party Sale, (ii) the identity and name of the purchaser, and if applicable, such purchaser's ultimate beneficial owner(s), in such Third Party Sale, and (iii) all other material terms of such proposed Third Party Sale. If a Non-Offering Stockholder delivers to the Selling Stockholder a written notice (an "Acceptance Notice") within 20 Business Days following the delivery of the ROFO Offer Notice (such 20 Business Day period being referred to herein as the "ROFO Acceptance Period") stating that the Non-Offering Stockholder is willing to purchase all of the Offered Stock for the Offer Price and on the other terms set forth in the Offer Notice, the Selling Stockholder will sell all (but not less than all) of the Offered Stock to such Non-Offering Stockholder and such Non-Offering Stockholder will purchase such Offered Stock from the Selling Stockholder, on the terms and subject to the conditions set forth below; provided, however, that if more than one Non-Offering Stockholder so notifies the Selling Stockholder within the ROFO Acceptance Period that it is willing to purchase all of the Offered Stock for the Offer Price and on the terms set forth in the Offer Notice, the Offered Stock and the Offer Price will be allocated among such Non-Offered Stockholders (each, a "Purchasing Stockholder") proportionately based upon their respective percentage ownership interest in the Company or as may otherwise be specified by such Purchasing Stockholders. (c) The consummation of any purchase of any Offered Stock by a Purchasing Stockholder pursuant to this Section 2.3 (the "ROFO Closing") will occur not earlier than 10 calendar days nor later than 120 calendar days following the delivery of the Acceptance Notice (the intervening period being referred to herein as the "ROFO Closing Period") at the principal executive offices of the Company. At the ROFO Closing, (i) the Selling Stockholder will deliver to the Purchasing Stockholder one or more certificates evidencing all of the Offered Stock duly endorsed for transfer to the Purchasing Stockholder, together with such other duly executed instruments or documents as may reasonably be required to permit the Purchasing Stockholder to acquire the Offered Stock free and clear of any claims, liens, pledges, options, encumbrances, security interests, commitments and other restrictions of any kind (collectively, "Encumbrances"), except for Encumbrances created by this Agreement, federal or state securities laws, the Purchasing Stockholder or specified in the Offer Notice, and (ii) the Purchasing Stockholder will deliver to the Selling Stockholder by wire transfer to an account designated by the Selling Stockholder an amount in immediately available funds equal to the Offer Price. In the event that any Third Party TransfereeSale provides that a portion of the Offer Price is to be paid over time, as a condition to the obligation of the Selling Stockholder to sell the Offered Stock, the Purchasing Stockholder will provide the Selling Stockholder with suitable collateral as security for such future payment obligations. (d) If no Acceptance Notice relating to a proposed Third Party Sale shall have been delivered to the Selling Stockholder prior to the expiration of the ROFO Acceptance Period, if the Non-Offering Stockholders shall not have delivered to the Selling Stockholder, prior to the expiration of the ROFO Acceptance Period, written confirmation of the Non-Offering Stockholder's intent not to purchase the Offered Shares ("Stockholder Rejection Notice"), or if the ROFO Closing fails to occur prior to the expiration of the ROFO Closing Period (unless the Purchasing Stockholder was ready, willing and able prior to the expiration of the ROFO Closing Period to consummate the transaction to be consummated by the Purchasing Stockholder at the ROFO Closing or the Purchasing Stockholder was not so ready, willing and able to consummate the transaction to be so consummated by the Purchasing Stockholder at the ROFO Closing as a result of the Selling Stockholder's failure reasonably to cooperate in good faith with the efforts of the Purchasing Stockholder to consummate such transaction), the Selling Stockholder may consummate the proposed Third Party Sale in accordance with this Section 2.3(d). (e) provided The Selling Stockholder may consummate a Third Party Sale that it is otherwise entitled to consummate pursuant to this Section 2.3(d) only: (i) during the 60 calendar day period immediately following the sooner to occur of (x) the expiration of the ROFO Acceptance Period (in the event that no Acceptance Notice was timely delivered to the Selling Stockholder), or (y) the Selling Stockholder's receipt of the Stockholder Rejection Notice from the Non-Offering Stockholder, or the 60 calendar day period immediately following the expiration of the ROFO Closing Period (in the event that an Acceptance Notice was timely delivered to the Selling Stockholder but the ROFO Closing failed to timely occur), (ii) at a price at least equal to the Offer Price, and (iii) upon non-price terms no less favorable to the Selling Stockholder than those set forth in the Offer Notice. (f) This Section 2.3 shall, with respect to MUSI, terminate and be of no further force and effect upon expiration of the "lock-up" period to which the Stockholders agree to be bound in connection with the Initial Public Offering and, with respect to the Frisby Stockholder Group, continue in effect after the expiration of such Transfer constitutes "lock-up" until the fifth anniversary of the date hereof. (g) Shares of Securities acquired by a Permitted Encumbrance or a Permitted Hedge and/or (b) its beneficial interest in Trust Shares that are Class A Exchangeable Shares Third Party pursuant 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 Sale 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 restrictions contained 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 hereunderSection 2.3.

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 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 (“Terms”) 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 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 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 Transfer may constitute certain domestic and/or international distribution partners who may have (or may enter into) output distribution arrangements on Terms that are (A) fair to Parent and its Subsidiaries, (B) do not conflict with any existing contractual arrangements of any of the C/G Companies or Parent and its Subsidiaries, and (C) otherwise on customary terms and conditions in the motion picture industry (such Terms to be referred to herein as, “Distribution Terms”). All Distribution Terms shall be subject to the review and prior written consent of Parent (in consultation with the Administrative Agent), which shall not be unreasonably withheld and shall be solely to confirm that the Distribution Terms are in compliance with subclauses (A), (B) and (C). (b) its beneficial interest Except as set forth in Trust Shares that are Class A Exchangeable Shares Section 9.6(a), the Undersigned C/G Stockholders hereby agree not to a Third Party Transferee provided that transfer, sell, convey, assign or grant their ownership interests in the Cypress/Garoge Common Stock to any third Persons prior to such Transfer such Class A Exchangeable Shares are converted as permitted pursuant to Article 18 the earlier 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 Closing Date 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 hereunderTermination Date.

Third Party Transfers. A Beneficiary may Transfer (a) its beneficial interest Subject to the restrictions and rights contained in any Trust Shares to one or more third party transferees other than a Permitted Transferee (eachthis clause 18, a "Third Party Transferee") provided that such Shareholder may Transfer constitutes a Permitted Encumbrance or a Permitted Hedge and/or (b) all of its beneficial interest in Trust Shares that are Class A Exchangeable Shares Equity Interests to a Third Party Transferee after the expiry of the Initial Period (without prejudice to clause 18.2), provided that prior clause 18.6 shall first apply, and provided, further, that: (i) such Third Party is not a Prohibited Transferee; (ii) such Third Party shall adhere to this Agreement as a Shareholder by executing an Agreement of SHA Adherence and this Agreement shall be amended to the extent necessary to reflect the admission of such Third Party in place of the transferring Shareholder; and (iii) as a condition to such Transfer sale, such Class A Exchangeable Shares are converted Third Party has: (A) delivered such other documents and agreements as permitted pursuant to Article 18 shall be reasonably requested by each of the Exchangeable Share Provisions so that Shareholders and the Company to confirm such transferee’s admission as a Shareholder and its agreement to be bound by and to assume the obligations of a Shareholder, consistent with the terms of this Agreement, the Transaction Agreements and any current Budget, or financing agreement and any other relevant agreements in connection with the Business; (B) obtained any and all approvals, consents and other authorisations for such Transfer as may be required under any Third Party Transferee receives only Class B Exchangeable Shares. Any financing agreement to which the Company is a party, and delivered a copy of such conversion approvals, consents and Transfer described other authorisations to each of the Shareholders and the Company; and (C) delivered evidence to the non-transferring Shareholders (to their respective reasonable satisfaction, acting reasonably) that such Third Party has the appropriate expertise and financial standing to assume the obligations under this Agreement and the other Transaction Agreements to which it will become a party, it being agreed that, if in clause (b) shall be effected by the unanimous opinion of the non-transferring Shareholders the proposed transferee is not an entity of sufficient financial standing to meet its obligations under this Agreement and the other Transaction Agreements to which it will become a party, then the transferring Beneficiary's Beneficiary Representative causing Shareholder shall provide (or procure the Trusteeprovision of) a parent company guarantee for the actions and undertakings of the proposed transferee to the satisfaction of the non-transferring Shareholders; and (iv) subject to clause 18.1(g), a Shareholder that wishes to Transfer its Equity Interests in accordance with Section 3.05this clause 18.5 may Transfer some, 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 not only 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, Equity Interests at any one 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 single 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 hereunderParty.

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.

Third Party Transfers. A Beneficiary may Transfer (a) If any Frisby Stockholder desires to Transfer any of its beneficial interest in any Trust Founder Shares to one or more third party transferees (other than pursuant to a Permitted Transferee Public Offering) to a Third Party (a "Selling Frisby Stockholder"), such Selling Frisby Stockholder may not effect such Transfer of such Founder Shares (the "Offered Stock") to a Third Party (a "Third Party Sale") unless such Frisby Stockholder complies with this Section 2.3. (b) Prior to consummating a Third Party Sale, the Selling Frisby Stockholder will deliver to each other Stockholder (the "Non-Offering Stockholders") a written notice (an "ROFO Offer Notice") specifying (i) the aggregate amount of cash consideration (the "Offer Price") for which the Selling Frisby Stockholder proposed to sell the Offered Stock in such proposed Third Party Sale, (ii) the identity and name of the purchaser, and if applicable, such purchaser's ultimate beneficial owner(s), in such Third Party Sale, and (iii) all other material terms of such proposed Third Party Sale. If a Non-Offering Stockholder delivers to the Selling Frisby Stockholder a written notice (an "Acceptance Notice") within 20 Business Days following the delivery of the ROFO Offer Notice (such 20 Business Day period being referred to herein as the "ROFO Acceptance Period") stating that the Non-Offering Stockholder is willing to purchase all of the Offered Stock for the Offer Price and on the other terms set forth in the ROFO Offer Notice, the Selling Frisby Stockholder will sell all (but not less than all) of the Offered Stock to such Non-Offering Stockholder and such Non-Offering Stockholder will purchase such Offered Stock from the Selling Frisby Stockholder, on the terms and subject to the conditions set forth below; provided, however, that if more than one Non-Offering Stockholder so notifies the Selling Frisby Stockholder within the ROFO Acceptance Period that it is willing to purchase all of the Offered Stock for the Offer Price and on the terms set forth in the ROFO Offer Notice, the Offered Stock and the Offer Price will be allocated among such Non-Offered Stockholders (each, a "Purchasing Stockholder") proportionately based upon their respective percentage ownership interest in the Company or as may otherwise be specified by such Purchasing Stockholders. (c) The consummation of any purchase of any Offered Stock by a Purchasing Stockholder pursuant to this Section 2.3 (the "ROFO Closing") will occur not earlier than 10 calendar days nor later than 120 calendar days following the delivery of the Acceptance Notice (the intervening period being referred to herein as the "ROFO Closing Period") at the principal executive offices of the Company. At the ROFO Closing, (i) the Selling Frisby Stockholder will deliver to the Purchasing Stockholder one or more certificates evidencing all of the Offered Stock duly endorsed for transfer to the Purchasing Stockholder, together with such other duly executed instruments or documents as may reasonably be required to permit the Purchasing Stockholder to acquire the Offered Stock free and clear of any claims, liens, pledges, options, encumbrances, security interests, commitments and other restrictions of any kind (collectively, "Encumbrances"), except for Encumbrances created by this Agreement, federal or state securities laws, the Purchasing Stockholder or specified in the ROFO Offer Notice and (ii) the Purchasing Stockholder will deliver to the Selling Frisby Stockholder by wire transfer to an account designated by the Selling Frisby Stockholder an amount in immediately available funds equal to the Offer Price. In the event that any Third Party TransfereeSale provides that a portion of the Offer Price is to be paid over time, as a condition to the obligation of the Selling Frisby Stockholder to sell the Offered Stock, the Purchasing Stockholder will provide the Selling Frisby Stockholder with suitable collateral as security for such future payment obligations. (d) If no Acceptance Notice relating to a proposed Third Party Sale shall have been delivered to the Selling Frisby Stockholder prior to the expiration of the ROFO Acceptance Period, if the Non-Offering Stockholders shall not have delivered to the Selling Frisby Stockholder, prior to the expiration of the ROFO Acceptance Period, written confirmation of the Non-Offering Stockholder's intent not to purchase the Offered Shares ("Stockholder Rejection Notice"), or if the ROFO Closing fails to occur prior to the expiration of the ROFO Closing Period (unless the Purchasing Stockholder was ready, willing and able prior to the expiration of the ROFO Closing Period to consummate the transaction to be consummated by the Purchasing Stockholder at the ROFO Closing or the Purchasing Stockholder was not so ready, willing and able to consummate the transaction to be so consummated by the Purchasing Stockholder at the ROFO Closing as a result of the Selling Frisby Stockholder's failure reasonably to cooperate in good faith with the efforts of the Purchasing Stockholder to consummate such transaction), the Selling Frisby Stockholder may consummate the proposed Third Party Sale in accordance with this Section 2.3(d). (e) provided The Selling Frisby Stockholder may consummate a Third Party Sale that such Transfer constitutes it is otherwise entitled to consummate pursuant to Section 2.3(d) only: (i) during the 60 calendar day period immediately following the sooner to occur of (x) the expiration of the ROFO Acceptance Period (in the event that no Acceptance Notice was timely delivered to the Selling Frisby Stockholder), or (y) the Selling Frisby Stockholder's receipt of the Stockholder Rejection Notice from the Non-Offering Stockholder, or the 60 calendar day period immediately following the expiration of the ROFO Closing Period (in the event that an Acceptance Notice was timely delivered to the Selling Frisby Stockholder but the ROFO Closing failed to timely occur); (ii) at a Permitted Encumbrance or price at least equal to the Offer Price; and (iii) upon non-price terms no less favorable to the Selling Frisby Stockholder than those set forth in the ROFO Offer Notice. (f) Founder Shares acquired by a Permitted Hedge and/or (b) its beneficial interest in Trust Shares that are Class A Exchangeable Shares Third Party pursuant 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 Sale 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 restrictions contained 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 hereunder2.3.