Common use of Indemnity Delinquency Period Clause in Contracts

Indemnity Delinquency Period. During the Indemnity Delinquency Period, l) Cosan will only be entitled to: (1) vote the shares in the Sugar and Ethanol Co then Beneficially Owned by Cosan at any meeting of the shareholders of Sugar and Ethanol Co with respect to those matters set out in Part 2 of Annex B (and Shell shall otherwise be entitled to vote all of the shares in the Sugar and Ethanol Co then Beneficially Owned by Cosan at any such meeting with respect to all other matters); and (2) have its remaining nominees on the Supervisory Board of the Sugar and Ethanol Co vote on those matters set out in Part 4 of Annex D (and those nominees shall not be entitled to vote on any other matters whatsoever); m) the chairperson of the relevant shareholders’ meeting shall refrain from counting any vote exercised in violation of the immediately preceding clause and, in this case, Section 5.01(e) shall apply and n) if Cosan makes payment in full of the relevant Determined Indemnity Amount (as defined in the Framework Agreement) (plus, as applicable, any accrued interest pursuant to clause ‎14.7 (Default interest) of the Framework Agreement) at any time on or before the date that is 90 days after the date on which the relevant Determined Indemnity Amount (as defined in the Framework Agreement) was determined, the governance rights of Cosan and Shell shall return to the status quo ante that pertained prior to such payment obligation.

Appears in 2 contracts

Samples: Shareholders’ Agreement (Cosan Ltd.), Shareholders’ Agreement (Raizen Energia Participacoes S.A.)

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Indemnity Delinquency Period. During the Indemnity Delinquency Period, l(a) Cosan will only be entitled to: (1i) vote the shares in the Sugar and Ethanol Downstream Co then Beneficially Owned by Cosan it at any meeting of the shareholders Shareholders of Sugar and Ethanol Downstream Co with respect to those matters set out in Part 2 of Annex B (and Shell shall otherwise be entitled to vote all of the shares in the Sugar and Ethanol Downstream Co then Beneficially Owned by Cosan Cosan, as applicable, at any such meeting with respect to all other matters); and (2ii) have its remaining nominees on the Supervisory Board of the Sugar and Ethanol Downstream Co vote on those matters set out in Part 4 of Annex D (and those nominees shall not be entitled to vote on any other matters whatsoever); m(b) the chairperson of the relevant shareholdersShareholders’ meeting shall refrain from counting any vote exercised in violation of the immediately preceding clause and, in this case, Section 5.01(e) shall apply and n(c) if Cosan makes payment in full of the relevant Determined Indemnity Amount (as defined in the Framework Agreement) (plus, as applicable, any accrued interest pursuant to clause ‎14.7 (Default interest) of the Framework Agreement) at any time on or before the date that is 90 days after the date on which the relevant Determined Indemnity Amount (as defined in the Framework Agreement) was determined, the governance rights of Cosan and Shell shall return to the status quo ante that pertained prior to such payment obligation.

Appears in 1 contract

Samples: Joinder Agreement (Cosan S.A.)

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Indemnity Delinquency Period. During the Indemnity Delinquency Period, l(a) Cosan will only be entitled to: (1i) vote the shares in the Sugar and Ethanol Downstream Co then Beneficially Owned by Cosan at any meeting of the shareholders of Sugar and Ethanol Downstream Co with respect to those matters set out in Part 2 of Annex B (and Shell shall otherwise be entitled to vote all of the shares in the Sugar and Ethanol Downstream Co then Beneficially Owned by Cosan at any such meeting with respect to all other matters); and (2ii) have its remaining nominees on the Supervisory Board of the Sugar and Ethanol Downstream Co vote on those matters set out in Part 4 of Annex D (and those nominees shall not be entitled to vote on any other matters whatsoever); m(b) the chairperson of the relevant shareholders’ meeting shall refrain from counting any vote exercised in violation of the immediately preceding clause and, in this case, Section 5.01(e‎Section 5.01(d) shall apply and n(c) if Cosan makes payment in full of the relevant Determined Indemnity Amount (as defined in the Framework Agreement) (plus, as applicable, any accrued interest pursuant to clause ‎14.7 (Default interest) of the Framework Agreement) at any time on or before the date that is 90 days after the date on which the relevant Determined Indemnity Amount (as defined in the Framework Agreement) was determined, the governance rights of Cosan and Shell shall return to the status quo ante that pertained prior to such payment obligation.

Appears in 1 contract

Samples: Shareholders’ Agreement (Cosan Ltd.)

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