Calfinco definition
Examples of Calfinco in a sentence
As long as Calfinco holds at least fifty percent (50%) of the equivalent number of Preferred Shares into which the Class C Preferred Shares were converted as of June [•], 2015, Calfinco shall have the prerogative to (a) appoint one (1) member to the Board of Directors, (b) appoint any successors of the member appointed in subparagraph (a) above; and (c) remove from the Board of Directors of the Company any member appointed in accordance with subparagraphs (a) and (b) above.
Considering (i) the provisions of Clause 3.1 above, (ii) the obligations of the Parties under the Shareholder Support Agreement, and (iii) the right of Calfinco Caymans Ltd.
Calfinco and the Company entered into an Investment Agreement, dated as of June 26, 2015 (the “Calfinco Investment Agreement”), pursuant to which the Company agreed to issue and Calfinco agreed to subscribe for Class C Preferred Shares which were subsequently mandatorily converted into Class A Preferred Shares in connection with the IPO (as defined below) of the Company.
The arbitration shall be conducted in Portuguese; provided, however, that if Calfinco or HNA are parties to the dispute, the arbitration shall be conducted in English.
Upon the making of the initial Capital Contributions pursuant to Section 5.2, the initial Capital Account of Calfinco shall be $31,666,667, the initial Capital Account of CEA shall be $10,000,000 in each case reflecting the initial Capital Contribution of each such Member to the Company.
For purposes of this Section 5.4, the term “Calfinco Significant Event” means (x) a Significant Breach (as defined in the Commercial Cooperation Agreement entered into as of June 26, 2015, by and between United and the Company’s subsidiary Azul Linhas Aereas Brasileiras S.A. (the “Calfinco Commercial Cooperation Agreement”)); or (y) the failure of the Effective Date (as such term is defined in the Calfinco Commercial Cooperation Agreement) to occur on or prior to June 27, 2016.
If Calfinco notifies CEA that Calfinco has decided not to acquire the Member Interest upon the terms of the Offer, or if Calfinco fails to notify CEA of Calfinco's decision within such twenty (20) day period, Calfinco shall be deemed to have waived Calfinco's right to acquire CEA's Member Interest pursuant to the Offer, and CEA shall be free to Transfer its Member Interest to the offeror pursuant to the Offer.
Prior to consummation of a Qualified IPO, the approval of Calfinco shall be required for any alteration of the terms of the Calfinco Preferred Shares, except for the conversion of Calfinco Preferred Shares into Converted Preferred Shares, as described in Section 5.5.
The arbitration shall be conducted in Portuguese; provided that if Calfinco is party to the dispute, the arbitration shall be conducted in English.
If Calfinco decides to acquire CEA's Member Interest upon the terms of the Offer, Calfinco shall so notify CEA within such 20 day period, and Calfinco shall be obligated to acquire CEA's Member Interest upon such terms.