Operating Agreement, the Class B Shares and the Class A Shares will
have the same rights and preferences in all respects except that the Class B
Shares shall not have voting rights or privileges.
Section 2.05
Board of Directors and Officers.
From and after the
Closing, the Company shall be managed by the Board and by officers as provided
in the Operating Agreement.
Section 2.06
Purpose of the Company.
Each of the Parties hereby
acknowledges and agrees that the exclusive purposes for which the Company will
be formed shall be:
(A)
TO SERVE AS THE VEHICLE FOR THE JOINT VENTURE BETWEEN MILLER AND
CBC RELATING TO THE COMBINATION OF THEIR RESPECTIVE OPERATIONS IN THE TERRITORY;
(B)
TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THE TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY; AND
(C)
TO HAVE ALL THE POWERS PERMITTED BY THE DELAWARE ACT.
Subject to the terms of this Agreement and the Operating Agreement, the Company
may engage in any activity and perform any and all acts necessary, appropriate,
proper, advisable, incidental or convenient to or in furtherance of the
foregoing purposes.
15
Section 2.07
Term.
The term of the Company shall be perpetual unless
earlier terminated in accordance with the provisions of the Operating Agreement.
SECTION 2.08
INITIAL MOLSON COORS CONTRIBUTIONS.
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, MCBC AND CBC SHALL, AND SHALL CAUSE EACH OF THEIR RESPECTIVE
SUBSIDIARIES TO, ASSIGN, TRANSFER AND CONVEY AT THE CLOSING TO THE COMPANY, AND
THE COMPANY SHALL ASSUME AND RECEIVE FROM MCBC, CBC AND EACH OF THEIR RESPECTIVE
SUBSIDIARIES, ALL RIGHT, TITLE AND INTEREST OF EVERY KIND AND NATURE IN AND TO
THE MOLSON COORS CONTRIBUTIONS, WHETHER TANGIBLE OR INTANGIBLE, AND WHEREVER
LOCATED AND BY WHOMEVER POSSESSED, FREE AND CLEAR OF ANY LIEN, OTHER THAN
PERMITTED LIENS.
THE TRANSFER OF THE MOLSON COORS CONTRIBUTIONS TO THE COMPANY
IS INTENDED TO CONSTITUTE A TAX-FREE CONTRIBUTION TO A PARTNERSHIP UNDER
SECTION 721 OF THE CODE.
(B)
THE TERM "MOLSON COORS CONTRIBUTIONS" SHALL INCLUDE, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, ALL RIGHT, TITLE AND INTEREST IN AND TO
ALL OF THE ASSETS AND LIABILITIES OF MCBC, CBC AND THEIR RESPECTIVE SUBSIDIARIES
USED IN, INTENDED TO BE USED IN OR RELATED TO THE CONDUCT OF THE COORS BUSINESS
(OTHER THAN THE MOLSON COORS EXCLUDED ASSETS AND MOLSON COORS EXCLUDED
LIABILITIES) INCLUDING ALL OF MCBC'S, CBC'S AND THEIR RESPECTIVE SUBSIDIARIES'
RIGHT, TITLE AND INTEREST IN AND TO AND LIABILITIES AND OBLIGATIONS UNDER:
(I)
ALL CURRENT ASSETS OF THE COORS BUSINESS (EXCLUDING CASH (OTHER
THAN THE CBC CASH CONTRIBUTION AND CASH REPRESENTING CONTAINER DEPOSITS)),
INCLUDING ACCOUNTS RECEIVABLES, INVENTORY, INVESTMENTS HELD FOR SALE, PENSION
ASSETS AND PREPAID EXPENSES;
(II)
ALL CURRENT LIABILITIES OF THE COORS BUSINESS, INCLUDING ACCOUNTS
PAYABLE AND LIABILITIES IN RESPECT OF NON-INCOME TAXES, BUT EXCLUDING
LIABILITIES IN RESPECT OF INCOME TAXES;
(III)
ALL MACHINERY, EQUIPMENT, VEHICLES, FURNITURE, FIXTURES, PRINTING
PLATES, SPARE AND REPLACEMENT PARTS AND OTHER TANGIBLE PERSONAL PROPERTY OF THE
COORS BUSINESS;
(IV)
THE