COSAN S Sample Clauses

COSAN S. A. INDÚSTRIA E COMÉRCIO, a company organized and existing under the laws of Brazil, with its head office at Avenida Presidente Jxxxxxxxx Xxxxxxxxxx nº 1327, 4º andar, sala 01, Bairro Vila Nova Conceição, enrolled with the Brazilian tax registry under No. 50.746.577/0001-15 (“Cosan”);

COSAN S. A., a corporation organized and existing according to the laws of Brazil, with headquarters in the City of São Paulo, State of São Paulo, at Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx, 4100, 16th floor, Itaim Bibi, CEP 04538-132, enrolled with the Brazilian tax registry under No.50.746.577/0001-15, with its Byelaws registered at Commercial Registry of the State of São Paulo under NIRE 00.000.000.000, herein represented by its authorized undersigned legal representatives, hereinafter referred to as “COSAN S.A.”;

COSAN S. A. INDÚSTRIA )

COSAN S. A., Cosan Investimentos, Shell and the Company are hereinafter referred to together as the “Parties” and individually as “Party”.

COSAN S. A.’s proportional interest in Xxxxxx X.X.’s EBITDA and any equity pick-up in any entity holding interests in Vale S.A. as such item is reported on the most recent consolidated financial statements delivered by the Guarantor to the Trustee and prepared in accordance with IFRS. For the avoidance of doubt, each of (i) Rumo S.A., (ii) any Persons in which Rumo S.A. has a direct or indirect interest and (iii) any equity pick up from such entities in which the Guarantor has a direct or indirect interest in Vale S.A., in each case, irrespective of whether any such Person is consolidated by the Guarantor, are included in the calculation of Adjusted EBITDA. The Guarantor’s proportional interest in Xxxxxx X.X. and its Subsidiaries shall be included in the calculation of Adjusted EBITDA. While Adjusted EBITDA of Xxxxxx X.X. and its Subsidiaries has been considered on a proportional interest base method, any eventual equity pick up from such entities during the same period shall be excluded, to avoid duplication. For avoidance of doubt, in calculating Adjusted EBITDA, the Guarantor will deem any reported income/expense as a recurring item unless the item is greater than U.S.$50.0 million, in which case, the Guarantor shall make a good faith determination on an item-by-item basis as to whether it is recurring.

COSAN S. A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil, enrolled with the Brazilian Taxpayers’ Registry (CNPJ/MF) under No. 50.746.577/0001-15, with head offices at Av. Xxxxxxxxxx Xxxxx Xxxx, No. 4,100, 16th floor, suite 01, Zip Code 04.538-132, in the City of São Paulo, State of São Paulo, Brazil (“Cosan” and, jointly with Galt, the “Shareholders”);

COSAN S. A., Cosan Investimentos or any Cosan Transferor (as applicable) shall notify the other Shareholder(s) of the identity of any such proposed transferee;

COSAN S. A. INDÚSTRIA E COMÉRCIO, a sociedade anônima incorporated under the laws of Brazil, registered with Brazilian Federal Taxpayers’ Registry (CNPJ/MF) under no. 50.746.577/0001-15, having its place of business at Xxxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx, 1327, 4° andar, sala 01, CEP 04543-011, Sao Paulo, SP, Brazil (the Purchaser Guarantor), Together the parties and each a party).

COSAN S. A. will own, at all times, directly or indirectly, at least 75% of the Voting Stock of the Substituted Issuer. Upon the execution of the Issuer Substitution Documents as referred to in paragraph (1) above, the Substituted Issuer shall be deemed to be named in the Notes as the principal debtor in place of the Issuer (or of any previous substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give effect to the substitution. The execution of the Issuer Substitution Documents shall operate to release the Issuer (or such previous substitute as aforesaid) from all its obligations in respect of the Notes and this Indenture, including its obligation to indemnify the Trustee and Agents under this Indenture (other than that Cosan S.A., when replaced as Issuer, will become a guarantor in respect of the Notes and the covenants and Events of Default shall continue to apply to Cosan S.A.). The Issuer Substitution Documents shall be deposited with and held by the Trustee for so long as any Note remains outstanding and for so long as any claim made against the Substituted Issuer or the Issuer by any Holder in relation to the Notes or the Issuer Substitution Documents shall not have been finally adjudicated, settled or discharged. Not later than 10 Business Days after the execution of the Issuer Substitution Documents, the Substituted Issuer shall give notice thereof to the Holders in accordance with the provisions described herein.

COSAN S. A., Cosan Nove, Shell and the Company are hereinafter referred to together as the “Parties” and individually as “Party”.