Reference Investor definition

Reference Investor means any person that holds or owns the Collateral on behalf of the Issuer, which may include the Issuer, a Relevant Custodian and/or any of the Custodian’s Affiliates (including, without limitation any trust, special purpose vehicle or account through which the Issuer, the Custodian or any of the Custodian’s Affiliates may hold Collateral in the Reference Jurisdiction).

Reference Investor means any member of a class of persons that includes Bank or any of its Affiliates (including, without limitation, any trust, special purpose vehicle or account through which Bank or any of its Affiliates may hold Reference Obligations in the Reference Jurisdiction).

Reference Investor shall have the meaning contained in the Preamble of this Agreement.

Examples of Reference Investor in a sentence

• To avoid doubts, the Preemptive Right does not apply to any indirect Transfers, including those involving shares/quotas issued by the Reference Investor.

• Shareholders may replace, at any time and without justification, the member(s) of the Company’s Board of Directors indicated by them (except for Independent Board Members and including, for the Reference Investor, the Board Member who occupies the role of Chair of the Board of Directors), and the other Shareholders are hereby obliged to vote in favor to elect the replacement appointed by the other Shareholder under the terms of this Agreement.

• In the event of a vacant position for a member of the Board of Directors (including, for the Reference Investor, the Board Member who occupies the role of Chair of the Board of Directors), the members of the Board of Directors nominated by the Reference Investor and the São Paulo State must combine their votes to elect a substitute member for the remaining mandate term of the substituted member and to be chosen by the Shareholder who nominated the absent member to complete the mandate.

• The São Paulo State and the Reference Investor, individually, may veto proposals for business combinations, incorporations, incorporations of shares, mergers, or any other corporate reorganization and transfer of assets or liabilities, corporate interests, rights or duties involving, on one side, the Company and/or its Subsidiaries and, on the other, the São Paulo State or the Reference Investor, the Direct Shareholders/Quota Holders of the Reference Investor and/or its Affiliates (“Veto Matters”).

• In the event of a Transfer of Shares by the São Paulo State, the Third Party acquiring said Shares must provide a declaration that it is not a Controlled, a Controlling or under common Control of a Competitor, under penalty of compensating the other Reference Investor and having the Transfer considered ineffective for all purposes.