Constellation Oil Services Holding S Sample Clauses

Constellation Oil Services Holding S. A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Trade and Companies’ Register (R.C.S. Luxembourg) under number B163424 (the “Company”), promises to pay interest on the principal amount of this Note by increasing the principal amount of the Notes outstanding or, with respect to Notes represented by Definitive Notes, by issuing additional Notes (the “PIK Notes”) for the remaining amount of the interest payment (in each case, “PIK Interest”), at a rate per annum equal to 0.25% (“PIK Interest”), in each case, by rounding down to the nearest whole dollar, from the Issue Date until the final maturity date of the Notes. The Company will pay interest quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (except that the first payment of interest, to be made on September 30, 2022, will be in respect of the period from and including June 10, 2022, to but excluding September 30, 2022), or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 10, 2022; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be September 30, 2022 in respect of the period from and including June 10, 2022 to but excluding September 30, 2022. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The amount of PIK Interest shall be calculated based on the aggregate principal amount of the Notes and the PIK Notes (excluding PIK Interest to be issued on the related Interest Payment Date) outstanding on the related record date provided in this Note. Unless the context requires otherwise, references to the “Notes” include any related PIK Notes and references to “principal amount” of Notes include any increase in the principal amount thereof as a result of a payment of PIK Interest.
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Constellation Oil Services Holding S. A.; and Constellation Overseas Ltd.
Constellation Oil Services Holding S. A. (formerly known as QGOG Constellation S.A.) (the “Parent”) and each Filing Entity (as defined in the PSA), including Serviços de Petróleo Constellation S.A. (formerly known as Queiroz Galvão Oleo e Gas S.A.), a company incorporated under the laws of the Federative Republic of Brazil (“Brazil”) with registration number 01-27 (the “Company” and, collectively with the Parent and each Filing Entity, the “Debtors”); and
Constellation Oil Services Holding S. A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Trade and Companies’ Register under number B163424 (the “Company”), promises to pay interest on the principal amount of this Note (i) on or prior to November 9, 2021, without the consent of the Holders of the Creditor Notes (and without regard to any restrictions or limitations set forth under Section 4.09 of the Indenture and Section 4.12 of the Indenture), by increasing the principal amount of the Securities outstanding or, with respect to Securities represented by certificated notes, issuing additional Securities (the “PIK Securities”) for the remaining amount of the interest payment (in each case, “PIK Interest”), at a rate per annum equal to 10.00%, in each case by rounding down to the nearest whole dollar, from the Issue Date to, but excluding, November 9, 2021 and (ii) after November 9, 2021, (A) in cash, at a rate per annum of 9.00% (“Cash Interest”) and (B) without the consent of the Holders of the Creditor Notes (and without regard to any restrictions or limitations set forth under Section 4.09 of the Indenture and Section 4.12 of the Indenture), by paying PIK Securities or issuing PIK Securities at a rate per annum equal to 1.00%, in each case by rounding down to the nearest whole dollar, from November 9, 2021 until maturity. The Company will pay interest semi-annually in arrears on May 9 and November 9 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [ ]; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be November 9, 2019. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Accrued and unpaid PIK Interest will be due and payable in cash on November 9, 2024. The amount of Cash Interest and PIK Interest shall be calculated based on the aggregate principal amount of the Securities and the PIK...
Constellation Oil Services Holding S. A. Restructuring Term Sheet
Constellation Oil Services Holding S. A.; Constellation Overseas Ltd.; and those other Filing Entities subject to the jurisdiction of the Brazilian RJ Court that may be included in the Chapter 15 Proceedings.
Constellation Oil Services Holding S. A. RJ Plan Term Sheet
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Constellation Oil Services Holding S. A. (previously called QGOG CONSTELLATION S.A.), a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 0-00, xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Trade and Companies Register under number B163 424 (“Constellation”), together the “Parties” and each a “Party”.
Constellation Oil Services Holding S. A., the Subsidiary Guarantors from time to time party hereto, and as Trustee, Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of [●], 2019 U.S.$[55,622,928] 10.00% PIK / Cash Senior Secured Fourth Lien Notes due 2024

Related to Constellation Oil Services Holding S

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(ii) Accounting and Other Administrative Services: (a) Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (b) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement; (c) Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor or any of its Affiliates directly; (d) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (e) Provide financial and operational planning services; (f) Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency; (g) Maintain and preserve all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the dividend process and payments to Stockholders; (k) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (l) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (m) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (n) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

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  • Business Services Professional Services

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