VPAPI Sample Clauses
The VPAPI clause defines the terms and conditions governing the use of a Vendor Provided Application Programming Interface (API) within an agreement. Typically, this clause outlines how the API may be accessed, any restrictions on its use, and the responsibilities of both the vendor and the client regarding data exchange, security, and support. For example, it may specify permitted integration methods, limits on data calls, or requirements for maintaining confidentiality. The core function of the VPAPI clause is to ensure both parties understand their rights and obligations regarding the API, thereby reducing the risk of misuse and clarifying expectations for integration and support.
VPAPI. Individual amount of each preferred share, calculated as follows: (I) Pre-Money Valuation amount in Brazilian Reais (as defined in Section 1.1), exclusively attributable to the preferred shares issued by AZUL Holding, according to the Conversion Rate of the pricing day of the IPO, less (II) [*****] corresponding to the capital contribution made in AZUL Holding in view of the settlement of the Private Placement, duly adjusted for inflation based on the CDI, being the product of the subtraction between (I) and (II) divided by the difference between (i) the total number of preferred shares issued by AZUL Holding immediately prior to the IPO, minus (ii) the number of preferred shares issued as a result of the Private Placement until the date of the IPO. Notwithstanding the foregoing, should the IPO not occur until the Deadline (there not being, therefore, the Pre-Money Valuation), the amount corresponding the subtraction of items (I) and (II) above shall be the portion attributable to the preferred shares issued by AZUL Holding of the amount corresponding to US$ [*****].
VPAPI. Individual amount of each preferred share as of the definition of the Pre-Money Valuation or, if the Pre-Money Valuation does not occur, the reference amount of the economic value shall be US$1,600,000,000.00 (one billion, six hundred million United States Dollars), being understood that the preferred shares to be issued as a result of the exercise of the Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders shall be considered for the definition of the individual amount of each preferred share.
VPAPI. Individual amount of each preferred share, calculated as follows: (I) amount in Reais of the Pre-Money Valuation (as defined in Section 1.1) exclusively attributed to Class A common and preferred shares issued by AZUL Holding, according to the Conversion Rate of the day of pricing of the IPO, less (II) [*****] corresponding to the capital contribution made in AZUL Holding due to settlement of the Private Placement, duly updated by the CDI; the difference between (I) and (II) shall be divided by the difference between (i) the total number of shares issued by AZUL Holding immediately prior to the IPO (assuming the conversion of all common shares into AZUL Holding PN-A Shares – Post Private Placement at a ratio of 75:1), less (ii) the number of preferred shares issued as a result of the Private Placement until the date of the IPO. Notwithstanding the foregoing, in case the IPO does not occur until the Deadline (therefore, with no Pre-Money Valuation), the amount corresponding to the difference between Items (I) and (II) above shall be [*****].
VPAPI. Individual amount of each preferred share, calculated as follows: (I) amount in Reais of the Pre-Money Valuation (as defined in Section 1.1) exclusively attributed to Class A common and preferred shares issued by AZUL Holding, according to the Conversion Rate of the day of pricing of the IPO, less (II) [*****] corresponding to the capital [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. contribution made in AZUL Holding due to settlement of the Private Placement, duly updated by the CDI; the difference between (I) and (II) shall be divided by the difference between (i) the total number of shares issued by AZUL Holding immediately prior to the IPO (assuming the conversion of all common shares into AZUL Holding PN-A Shares – Post Private Placement at a ratio of 75:1), less (ii) the number of preferred shares issued as a result of the Private Placement until the date of the IPO. Notwithstanding the foregoing, in case the IPO does not occur until the Deadline (therefore, with no Pre-Money Valuation), the amount corresponding to the difference between Items (I) and (II) above shall be [*****]