THE NATURE OF ITS BUSINESS, ACTIVITIES
OR PROPERTIES MAKES SUCH QUALIFICATION NECESSARY TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING HAS
NOT BEEN, AND WOULD NOT REASONABLY BE EXPECTED TO BE, MATERIAL TO THE COORS
BUSINESS.
(B)
CORPORATE AUTHORIZATION.
THE EXECUTION, DELIVERY AND PERFORMANCE
BY IT OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND THE CONSUMMATION
BY IT OF THE CONTEMPLATED TRANSACTIONS ARE WITHIN ITS CORPORATE POWERS AND HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON ITS PART.
WITHOUT
LIMITING THE FOREGOING, CERTAIN MEMBERS OF THE MOLSON AND COORS FAMILIES AND
RELATED ENTITIES, WHO OWN A MAJORITY OF THE MCBC CLASS A STOCK, HAVE DIRECTED
THE EXECUTION OF, AND DELIVERED TO MCBC, EFFECTIVE CONSENTS APPROVING THE
CONTEMPLATED TRANSACTIONS (ALTHOUGH MCBC CURRENTLY ANTICIPATES THAT IT WILL NOT
NEED TO RELY ON SUCH APPROVAL TO CONSUMMATE THE CONTEMPLATED TRANSACTIONS AND,
IN ANY EVENT, NO OTHER SHAREHOLDER APPROVAL IS REQUIRED).
THIS AGREEMENT
CONSTITUTES AND EACH OF THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY
CONSTITUTES OR SHALL CONSTITUTE AT CLOSING A LEGAL, VALID AND BINDING AGREEMENT
OF IT, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS (I) EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT
RELATING TO OR AFFECTING CREDITORS'
32
RIGHTS GENERALLY, INCLUDING THE EFFECT OF STATUTORY AND OTHER LAWS REGARDING
FRAUDULENT CONVEYANCES AND PREFERENTIAL TRANSFERS, AND (II) SUBJECT TO THE
LIMITATIONS IMPOSED BY GENERAL EQUITABLE PRINCIPLES REGARDLESS OF WHETHER SUCH
ENFORCEABILITY IS CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY.
(C)
GOVERNMENTAL AUTHORIZATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY IT OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY REQUIRE NO
ACTION BY OR IN RESPECT OF, OR CONSENT OR APPROVAL OF, OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OTHER THAN:
(I)
COMPLIANCE WITH ANY APPLICABLE REQUIREMENTS OF THE ANTITRUST
LAWS;
(II)
THE ACTIONS, CONSENTS, APPROVALS, PERMITS OR FILINGS SET FORTH IN
SCHEDULE 4.01(C) OR OTHERWISE EXPRESSLY REFERRED TO IN THIS AGREEMENT; AND
(III)
SUCH OTHER CONSENTS, APPROVALS, AUTHORIZATIONS, PERMITS AND
FILINGS, THE FAILURE TO OBTAIN OR MAKE OF WHICH WOULD NOT, INDIVIDUALLY OR IN
THE AGGREGATE, BE MATERIAL TO THE COORS BUSINESS.
(D)
NON-CONTRAVENTION.
EXCEPT AS SET FORTH IN SCHEDULE 4.01(D), THE
EXECUTION, DELIVERY AND PERFORMANCE BY IT OF THE TRANSACTION DOCUMENTS TO WHICH
IT IS A PARTY DOES NOT AND SHALL NOT (I) CONTRAVENE OR CONFLICT WITH ITS
CHARTER, BYLAWS OR OTHER ORGANIZATIONAL DOCUMENTS, (II) ASSUMING COMPLIANCE WITH
THE MATTERS REFERRED TO IN SECTION 4.01(C), CONTRAVENE OR CONFLICT WITH, OR
CONSTITUTE A VIOLATION OF, ANY PROVISIONS OF ANY APPLICABLE LAW BINDING UPON IT,
OR (III) ASSUMING COMPLIANCE WITH THE MATTERS REFERRED TO IN SECTION 4.01(C),
CONSTITUTE A DEFAULT UNDER, OR GIVE RISE TO ANY RIGHT OF TERMINATION,
CANCELLATION OR ACCELERATION OF, OR TO A LOSS OF ANY BENEFIT TO WHICH IT IS
ENTITLED UNDER, ANY CONTRACT BINDING UPON IT OR ANY LICENSE, FRANCHISE, PERMIT
OR