TO THE COORS BUSINESS WHEN DUE; AND
(III) USE ITS COMMERCIALLY REASONABLE EFFORTS TO (A) PRESERVE THE COORS BUSINESS
AS CURRENTLY CONDUCTED AND (B) KEEP AVAILABLE THE MATERIAL SERVICES OF ITS
SENIOR MANAGEMENT PERSONNEL.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FROM THE DATE
HEREOF TO THE CLOSING DATE, EXCEPT AS OTHERWISE PROVIDED FOR OR CONTEMPLATED BY
THE TRANSACTION DOCUMENTS, SET FORTH ON SCHEDULE 5.03, REQUIRED BY APPLICABLE
LAW OR CONSENTED TO IN WRITING BY SABMILLER (WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD OR DELAYED), MCBC AND CBC SHALL NOT, AND SHALL NOT PERMIT
ANY MOLSON COORS GROUP COMPANY TO:
(I)
ACQUIRE OR AGREE TO ACQUIRE BY MERGING OR CONSOLIDATING WITH, OR
BY PURCHASING A SUBSTANTIAL PORTION OF THE ASSETS OF, OR BY ANY OTHER MANNER,
ANY BUSINESS OR ANY
66
CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, JOINT VENTURE, ASSOCIATION
OR OTHER BUSINESS ORGANIZATION OR DIVISION THEREOF OR ANY ASSETS IN EACH CASE
THAT WOULD OPERATE AS PART OF THE COORS BUSINESS WITH A PURCHASE PRICE IN EXCESS
OF $50,000,000 INDIVIDUALLY OR $250,000,000 IN THE AGGREGATE;
(II)
AMEND ANY MOLSON COORS GROUP COMPANY'S CERTIFICATE OF
INCORPORATION OR BYLAWS (OR EQUIVALENT ORGANIZATIONAL DOCUMENTS) IN ANY MANNER
THAT WOULD AFFECT THE CONTEMPLATED TRANSACTIONS;
(III)
EXCEPT IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE, AS PROVIDED BY THIS AGREEMENT, OR AS WOULD NOT INVOLVE PROPERTY HAVING
A VALUE IN EXCESS OF OR INVOLVE THE CREATION OF A LIABILITY FOR ANY MOLSON COORS
GROUP COMPANY IN EXCESS OF $1,000,000 INDIVIDUALLY OR $5,000,000 IN THE
AGGREGATE, SELL, LEASE, LICENSE OR OTHERWISE ENCUMBER OR SUBJECT TO ANY LIEN
(OTHER THAN PERMITTED LIENS) OR OTHERWISE DISPOSE OF ANY OF THEIR PROPERTIES OR
ASSETS THAT RELATE TO THE COORS BUSINESS OR THAT ARE OR WOULD HAVE BEEN (ABSENT
SUCH EVENT) MOLSON COORS CONTRIBUTIONS;
(IV)
IN EACH CASE IN CONNECTION WITH THE COORS BUSINESS, MAKE ANY
SETTLEMENT OF OR COMPROMISE ANY MATERIAL TAX LIABILITY, CHANGE IN ANY MATERIAL
RESPECT ANY TAX ELECTION OR TAX METHOD OF ACCOUNTING, MAKE ANY NEW MATERIAL TAX
ELECTION OR ADOPT ANY MATERIAL NEW TAX METHOD OF ACCOUNTING OR FILE OR RESCIND
ANY CLAIM FOR REFUND OF MATERIAL TAXES, FILE A MATERIALLY AMENDED TAX RETURN,
MAKE ANY WAIVER OR EXTENSION OF THE PERIOD OF LIMITATIONS FOR THE ASSESSMENT OR
PAYMENT OF ANY MATERIAL TAX (OTHER THAN IN THE ORDINARY COURSE WITH RESPECT TO
THE CONDUCT OF AN AUDIT) OR AGREE TO ANY ASSESSMENT OF A MATERIAL AMOUNT OF TAX,
IN EACH CASE AS RELATES TO THE COORS BUSINESS;
(V)
EXCEPT, IN EACH CASE, TO THE EXTENT ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, ENTER INTO ANY NEW CBC
MATERIAL CONTRACT, MODIFY, AMEND OR TRANSFER IN ANY RESPECT OR TERMINATE ANY
EXISTING CBC MATERIAL CONTRACT OR WAIVE, RELEASE OR ASSIGN ANY MATERIAL RIGHTS
OR CLAIMS THEREUNDER, FAIL TO RENEW ANY EXISTING CBC MATERIAL CONTRACT IN
ACCORDANCE WITH ITS TERMS OR DEFAULT IN THE PERFORMANCE OF ANY CBC MATERIAL
CONTRACT WHETHER CURRENTLY EXISTING OR ENTERED INTO AFTER THE DATE