Downstream Co definition
Examples of Downstream Co in a sentence
The senior management of the Downstream Co, which shall include the members of the Executive Board, excluding the CEO, and any Direct Report (the “Senior Management”) have the right to make decisions in respect of the Downstream Co to the extent set out in Annex F hereto, without the need for further approval of the CEO or the Supervisory Board.
No provision of this Agreement may be amended, waived or otherwise modified, except by an instrument in writing executed by the Downstream Co with approval of the Supervisory Board and each Shareholder that is a Party at the time of that proposed amendment or modification.
The Downstream Co shall have an executive board (Diretoria) (the “Executive Board”).
Where the Shareholders’ Agreements provide for identical committees of the Supervisory Boards of the Downstream Co and the Sugar and Ethanol Co, the respective committees of the two Joint Venture entities shall be comprised of the same members and shall act as if they were one committee.
The Parties and the Downstream Co shall use reasonable efforts to ensure that the fiscal and accounting year (exercicio social) of the Downstream Co shall commence by January 1, 2012 and, in any event, shall ensure that this is the case from January 1, 2013 if approved by a majority of the Supervisory Board.
Each of the Downstream Co, the Management Co and the Sugar and Ethanol Co covenants to each of the other Parties that it shall not assist with the registration of, or allow to be registered, any transfer of its shares to any Person other than in accordance with the terms of this Agreement.
The Downstream Co shall purchase, and maintain at the Downstream Co’s own cost, directors’ and officers’ liability insurance in favour of the former and current members of the Supervisory Board and the Executive Board of the Downstream Co on terms and conditions customary for the industry in which the Downstream Co operates but, in any event, with an indemnity limit of no less than US$10 million and otherwise in an amount determined by the Supervisory Board.
For the purposes of Article 118 and its paragraphs of the Brazilian Corporation Law, the Shareholders hereby agree that an executed copy of this Agreement shall be kept at the headquarters of the Downstream Co. This Agreement shall be enforced against third parties and the Downstream Co itself upon registration of this latter in the Downstream Co’s headquarters.
Unless otherwise required by applicable law, the Downstream Co shall only effect the redemption of its share capital in accordance with the provisions of Section 9.02, of a Transaction Document or if otherwise agreed in writing by the Shareholders.
The Management Co shall have a supervisory board (conselho de administração) and an executive board (diretoria) comprised of the same people appointed to the Executive Board and Supervisory Board of the Downstream Co and the Sugar and Ethanol Co.