Estatuto Social definition
Examples of Estatuto Social in a sentence
The Company has further informed the Depositary that Brazilian law and its Estatuto Social may, in certain circumstances, prohibit shareholder agreements entered into which could have the effect of exceeding the limits imposed by Brazilian law and/or the Estatuto Social of the Company on direct or indirect ownership of Shares or voting rights by a single owner, or group of owners, of Shares.
The Company has informed the Depositary that pursuant to the terms of Brazilian law and its Estatuto Social, the Company may, in certain circumstances and regardless of the amount of a holder’s Shares in the Company, remove or restrict the voting rights accruing to such Shares where the voting rights of the owners of such Shares exceed the limits imposed by applicable Brazilian law and/or the Estatuto Social of the Company.
Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance by direct or indirect owners of Shares (including, without limitation, Holders and Beneficial Owners of ADSs) with the ownership restrictions under applicable Brazilian law and/or the Estatuto Social of the Company.
Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Estatuto Social of the Company.
Any summary of laws and regulations of Brazil and of the terms of the Company’s Estatuto Social set forth in the Deposit Agreement have been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary.
The statements made on the face and reverse of this ADR are summaries of certain provisions of the Deposit Agreement and the Estatuto Social of the Company (as in effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement and the Estatuto Social, to which reference is hereby made.
While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and (ii) these laws and regulations and the Company’s Estatuto Social may change after the date of the Deposit Agreement.
The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed provisions of the Estatuto Social of the Company that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat.
The Company has delivered to the Depositary and the Custodian a copy of the Company’s Estatuto Social along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company in connection with such Shares, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein.