JBS USA definition

JBS USA means JBS USA Holdings, Inc., or any successor thereto.

JBS USA means JBS USA Lux S.A. (formerly JBS USA, LLC), a public limited liability company (société anonyme) incorporated and existing under the laws of Luxembourg. JBS USA is our wholly-owned subsidiary;

JBS USA means JBS USA Holdings, Inc., or any successor thereto. “Minority Investors” means the stockholders of the Corporation other than the JBS Stockholder. “Person” means any individual, partnership, company, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. “Stockholders Agreement” means the Stockholders Agreement dated December 28, 2009 between the Corporation and JBS USA, a copy of which will be made available to any stockholder of the Corporation upon written request (as amended by amendment no. 1 thereto dated December 17, 2012 and amendment no. 2 thereto dated December 30, 2024). “Whole Board” means the total authorized number of Directors. ARTICLE 10 FORUM FOR ADJUDICATION OF DISPUTES Unless the Corporation consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the

Examples of JBS USA in a sentence

• One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS USA Foods Group Holdings (each of whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuers by manual, electronic or facsimile signature.

• Dated: JBS USA HOLDING LUX S.À X.X. By: Name: Title: JBS USA FOOD COMPANY By: Name: Title: JBS USA FOODS GROUP HOLDINGS, INC.

• JBS USA HOLDING LUX S.À X.X. By: /s/ Xxxxx Xxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxx Title: CFO/Secretary/Category B Manager JBS USA FOOD COMPANY By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer JBS USA FOODS GROUP HOLDINGS, INC.

• For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) of 35% or more of the outstanding Common Stock, no person shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company.

• Substitution of the Company as Issuer 84 RELEASE OF JBS USA FOOD COMPANY AS AN ISSUER Section 13.01.

• Release of JBS USA Food Company as an Issuer 85 MISCELLANEOUS Section 14.01.

• Xxxxxxx Title: Chief Financial Officer, Secretary and Treasurer JBS USA HOLDINGS, INC.

• The Reorganized Company shall not, and JBS USA shall cause its Affiliates and the Reorganized Company not to, take any action that is reasonably likely to cause the Common Stock to be delisted from the Exchange on which the Common Stock is listed, provided that neither the Reorganized Company nor JBS USA shall have any obligation to ensure the share price or market value of the Common Stock is sufficient to maintain such listing.

• The Reorganized Company shall, and JBS USA shall cause its Affiliates and the Reorganized Company to, use their respective commercially reasonable efforts to maintain the listing on an Exchange, and registration under Section 12 of the Exchange Act, of the Common Stock.

• The Board shall initially be composed of: (i) the six (6) directors listed on Schedule 3.01(a)(i) hereto, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto.

More Definitions of JBS USA

JBS USA means JBS USA Lux S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of Luxembourg, with its registered address at 21, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and companies Register (Registre de Commerce et des sociétés) under number B203443. JBS USA is a wholly-owned subsidiary of JBS S.A.