VALE S Sample Clauses

VALE S. A., a company registered under the laws of Brazil, with its principal office in Xx. Xxxxx Xxxxxx, 26, 20.300-900, Rio xx Xxxxxxx, XX, Brasil ("Vale" and, together with BSGR, the "Parties").
Sample 1
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VALE S. A., a corporation, with head office in the City of Rio de Janeiro, State of Rio de Janeiro, at Xxxxxxx Xxxxx Xxxxxx, no. 26, Zip Code 20030-900, enrolled with the Brazilian Federal Taxpayers’ Registry (CNPJ/MF) under No. 33.592.510/0001-54, herein represented pursuant to its By-laws, hereinafter referred to as “Vale”;
Sample 1
VALE S. A. President Ref.: Shareholder’s Agreement of Vale S.A. “We refer to the Vale SA (“Vale” or “Company”) Shareholder Agreement, signed on August 14, 2017 between BNDES Participações SA - BNDESPAR, Bradespar SA, Litel Participações SA, Mitsui & Co. Ltd Shareholders ”). On September 9th, 2019, the shareholders of Litel Participações S.A. (“Litel”) approved the partial spin-off of this company, with the portion split to its subsidiary company Litela Participações S.A. (“Litela”). As a result of this transaction, which constitutes a transfer permitted under Clause 9.17 of the Shareholders' Agreement, 808,746,864 (eight hundred and eight million and seven hundred and forty-six thousand and eight hundred and sixty-four) shares issued by Vale, previously held by Litel, which 519,733,209 (five hundred and nineteen million and seven hundred and thirty-three thousand and two hundred and nine) shares issued by Vale linked to the Shareholders' Agreement. Litela now has the same shareholders as Litel. Considering the fact that they have the same shareholders, Litel and Litela will maintain the same voting orientation, and their equity interests should be considered together for all purposes of the Shareholders Agreement. Shareholding position of Vale held by Litel and Litela after partial spin-off: Shareholder position after the spin-off Shareholder ON % Shares linked to the Shareholders Agreement Litel 74,832,355 1.46 10,000 Litela 905,773,534 17.66 519,733,209
Sample 1
VALE S. A., et. al, Protective Answer, Dkt. No. 241) (Ex. C-223). In short, this Request is a “fishing expedition” in the guise of disclosure and as such BSGR denies that the documents requested are irrelevant and immaterial to the outcome of this arbitration. Implicit in Vale's objection is an acceptance on the part of Vale that the documents requested are relevant to BSGR's potential counterclaim. Having reserved its position in the SoD, BSGR is entitled to the production of documents which support that counterclaim. Vale's objections framed on the basis of submissions made in the RICO proceedings are irrelevant for the purposes of this document production exercise. In the context of these proceedings, XXXX seeks the production of a number of specific documents and/or categories of documents, all of which evidence Vale's knowledge of Simandou and the extent to which it relied on representations and warranties subsequently made by BSGR. On that basis, BSGR seeks an The Request is GRANTED. analysis of the meeting on 24 November 2008; (e) the Simandou geological data presentation given by Rio Tinto to Vale at the 24 November 2008 meeting (Amended RICO Complaint, para 68); (f) the Simandou Concession geological presentation, which included rail transport and port options, given by Rio Tinto to Vale at the 24 November 2008 meeting (Amended RICO Complaint, para 71); (g) the briefing paper provided by Xxx Tinto to Vale at the 24 November 2008 meeting about the status of the Simandou Concession and the involvement of BSGR (Amended RICO Complaint, para 76); transport and port options (SoD, para 366). If this is true, BSGR has reserved the right to seek a declaration and damages for breach of warranty (SoD, paras 364-369). This request is therefore relevant to BSGR's potential counterclaim for breach of warranty. is clearly improper. See IBA Rules Art. 3(3)(b) and Art. 9(2)(a); General Objection 2. The other purported justification that BSGR has given for this Request – that the documents requested will “evidence Vale’s state of knowledge as regards the Simandou asset prior to negotiations with BSGR” – likewise fails to support the Request, since the abstract question of Vale’s knowledge of Simandou has no bearing whatsoever on Vale’s reliance on BSGR’s specific and detailed representations of material fact. order from the Tribunal that Vale produce all documents responsive to this request. (h) all documents recording the discussions at the meetings between Vale and Rio T...
Sample 1
VALE S. A., a joint-stock company, with head office in the City of Rio de Janeiro, State of Rio de Janeiro, at Xxxxxxx Xxxxx Xxxxxx, nº 26, Centro, CEP 20030-900, enrolled with the Brazilian Registry of Legal Entities (CNPJ/MF) under nº 33.592.510/0001-54, herein represented pursuant to its By-laws, hereinafter referred to as “Vale”;
Sample 1
VALE S. A., et al., 1:16-cv-658.
Sample 1

Related to VALE S

  • Buy-Sell (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • VOETSTOOTS The PROPERTY is sold:

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C THEMAVEN, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Time Off for Union Business Leave of absence without pay and without loss of seniority will be granted:

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

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