JV Securities definition
Examples of JV Securities in a sentence
No Transfer by a Member of Beneficial Ownership of any JV Securities shall relieve such Member of any liabilities or obligations to the Operating Company or the other Member, that arose or accrued prior to the date of such Transfer.
If the two appraisals differ by more than ten percent (10%), then a third appraiser shall be engaged which shall determine which of the appraisals most accurately reflects the fair market value of the JV Securities.
After the expiration of the Lock-In Period, the Members and their Subsidiaries may, subject to the restrictions on Transfer contained in this Article 4, Transfer all or any portion of their JV Securities to a Third Party without the necessity of obtaining the prior written consent of each of the Class B Member(s).
Upon any Transfer of all of a Member’s JV Securities, the transferring Member will have no continuing rights or obligation under this Agreement or the Stockholders’ Agreement but shall continue to be bound by any Ancillary Agreements to which it is a party, in accordance with their terms.
Any Transfer of any JV Securities other than in accordance with this Agreement and the Stockholders’ Agreement shall be null and void.
In all circumstances other than those described in Section 4.1.2(b), a Transfer of JV Securities shall be given effect by the Operating Company or Management Company only upon receipt of the written agreement of the recipient of the transferred JV Securities agreeing to be bound by the terms and conditions of this Agreement or the Stockholders’ Agreement, as the case may be, and the Confidentiality Agreement.
Until such time as a Type A Triggering Event (as defined in Article 5 of the Management Company Certificate) shall occur, each Member agrees that it and its Subsidiaries and Parent Entities shall not Transfer or permit any Transfer, in any single transaction or series of related transactions, any JV Securities that are, directly or indirectly, Beneficially Owned by it, except in accordance with the terms of this Agreement and the Stockholders’ Agreement.
For the limited purposes of Sections 5.01(d), 7.06, 7.07 and 9.04(b), the defaulting Shareholder under each such Section hereby grants to the other Shareholder an irrevocable and irreversible power-of-attorney, in accordance with the terms of Articles 684 and 685 of the Brazilian Civil Code, with the power to constitute a quorum and to vote the defaulting Shareholder's JV Securities.
The Transfer by a Stockholder of any JV Securities Beneficially Owned by such Stockholder shall not relieve such Stockholder of any liabilities or obligations to the Management Company or any other Stockholder, as the case may be, that arose or accrued prior to the date of such Transfer.
After the expiration of the Lock-in Period, the Stockholders and their Subsidiaries may, subject to the restrictions on Transfer contained in this Article 5 or in the Operating Agreement, Transfer all or any portion of their JV Securities to a Third Party without the necessity of obtaining the prior written consent of the Class B Stockholder(s).