Common use of Additional Permitted Transfers Clause in Contracts

Additional Permitted Transfers. Notwithstanding anything in this Article III to the contrary, each Shareholder may pledge or grant a security interest in all or any portion of its shares of Restricted Common Stock to an Institutional Lender to secure a loan made in whole or in part to that Shareholder in order to (i) finance the acquisition of Equity Securities of LATAM or (ii) refinance any loan made to such Shareholder that is outstanding as of the date of this Agreement, and any Transfer of shares of Restricted Common Stock pursuant to any such pledge or security interest in effect as of the Effective Time shall be deemed to be a permitted Transfer under this Section 3.04. In addition, the LATAM Controlling Shareholders and TEP may Transfer all or a portion of their shares of Restricted Common Stock to (i) any of their direct or indirect wholly-owned Subsidiaries, (ii) to any entity wholly-owned by Xxxxxxx, Xxxx Xxxx and/or Xxxxxxx Xxxxx (in the case of the LATAM Controlling Shareholders) or (iii) any entity that has no direct or indirect owners other than Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and/or João Xxxxxxxxx Xxxxx and that is directly or indirectly majority owned and controlled by Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx Xxxxx (each, an “Affiliate Transfer”); provided that the LATAM Controlling Shareholders and TEP shall continue to be bound by the terms of this Agreement for all purposes following such Transfer. In addition, each of the LATAM Controlling Shareholders and TEP may Transfer a percentage of its shares of Restricted Common Stock to each of Xxxxxxx, Xxxx Xxxx and Xxxxxxx Xxxxx (in the case of the LATAM Controlling Shareholders) or Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxx Xxxxxxxxx Xxxxx (in the case of TEP) or to any Person wholly owned by any such individual equal to the percentage of its Restricted Common Stock that such individual indirectly owns through his or her ownership of shares in the LATAM Controlling Shareholders (in the case of Xxxxxxx, Xxxx Xxxx and Xxxxxxx Xxxxx) or TEP (in the case of Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxx Xxxxxxxxx Xxxxx); provided that following any such transfer of Restricted Common Stock by the LATAM Controlling Shareholders, all references to the LATAM Controlling Shareholders shall deemed to refer collectively to the LATAM Controlling Shareholders and the transferee of such Restricted Common Stock and the LATAM Controlling Shareholders and such transferee shall be jointly and severally liable for all obligations of the LATAM Controlling Shareholders under this Agreement; provided further that following any such transfer of Restricted Common Stock by TEP, all references to TEP shall deemed to refer collectively to TEP and the transferee of such Restricted Common Stock and TEP and such transferee shall be jointly and severally liable for all obligations of TEP under this Agreement. In addition, each Shareholder may issue its Equity Securities if (i) the net proceeds of such issuance is used solely to purchase Equity Securities of LATAM and pay related expenses or to refinance any loan made to such Shareholder that is outstanding as of the date of this Agreement, (ii) immediately after such issuance the beneficial owners of Equity Securities of such Shareholder as of the date of this Agreement collectively own a majority of the outstanding Equity Securities of such Shareholder that are entitled to vote generally in the election of directors of such Shareholder and control such Shareholder, and (iii) in the case of TEP, immediately after such issuance Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx Xxxxx collectively control TEP and collectively own a majority of the outstanding Equity Securities of TEP that are entitled to vote generally in the election of directors of TEP and such issuance is permitted under Brazilian Law (including those relating to foreign ownership and control of Brazilian airlines) and would not have an Adverse Effect. In addition, TEP may issue its Equity Securities regardless of the use of the proceeds thereof if immediately prior to such issuance the subscriber of those Equity Securities is a holder of shares issued by TEP and immediately after such issuance TEP remains majority-owned and controlled by Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx Xxxxx. No Transfer made in accordance with this Section 3.04 shall require the consent of any Shareholder, shall be subject to any rights of first offer in favor of any other Shareholder pursuant to Section 3.05 or shall be counted for purposes of determining whether Transfers by any Shareholder in any 12-month period have exceeded the limitations set forth in Sections 3.02(a)(iii) and (iv), 3.02(b)(iii) and 3.03(a)(ii) and (iii) and 3.03(b).

Additional Permitted Transfers. Notwithstanding anything in this Article III to the contrary, each Shareholder may pledge or grant a security interest in all or any portion of its shares of Restricted Common Stock to an Institutional Lender to secure a loan made in whole or in part to that Shareholder in order to (i) finance the acquisition of Equity Securities of LATAM or (ii) refinance any loan made to such Shareholder that is outstanding as of the date of this Agreement, and any Transfer of shares of Restricted Common Stock pursuant to any such pledge or security interest in effect as of the Effective Time shall be deemed to be a permitted Transfer under this Section 3.04. In addition, the LATAM Controlling Shareholders and TEP may Transfer all or a portion of their shares of Restricted Common Stock to (i) any of their direct or indirect wholly-owned Subsidiaries, (ii) to any entity wholly-owned by Xxxxxxx, Xxxx Xxxx and/or Xxxxxxx Xxxxx (in the case of the LATAM Controlling Shareholders) or (iii) any entity that has no direct or indirect owners other than Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and/or João Xxxxxxxxx Xxxxx and that is directly or indirectly majority owned and controlled by Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx Xxxxx (each, an “Affiliate Transfer”); provided that the LATAM Controlling Shareholders and TEP shall continue to be bound by the terms of this Agreement for all purposes following such Transfer. In addition, each of the LATAM Controlling Shareholders and TEP may Transfer a percentage of its shares of Restricted Common Stock to each of Xxxxxxx, Xxxx Xxxx and Xxxxxxx Xxxxx (in the case of the LATAM Controlling Shareholders) or Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxx Xxxxxxxxx Xxxxx (in the case of TEP) or to any Person wholly owned by any such individual equal to the percentage of its Restricted Common Stock that such individual indirectly owns through his or her ownership of shares in the LATAM Controlling Shareholders (in the case of Xxxxxxx, Xxxx Xxxx and Xxxxxxx Xxxxx) or TEP (in the case of Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxx Xxxxxxxxx Xxxxx); provided that following any such transfer of Restricted Common Stock by the LATAM Controlling Shareholders, all references to the LATAM Controlling Shareholders shall deemed to refer collectively to the LATAM Controlling Shareholders and the transferee of such Restricted Common Stock and the LATAM Controlling Shareholders and such transferee shall be jointly and severally liable for all obligations of the LATAM Controlling Shareholders under this Agreement; provided further that following any such transfer of Restricted Common Stock by TEP, all references to TEP shall deemed to refer collectively to TEP and the transferee of such Restricted Common Stock and TEP and such transferee shall be jointly and severally liable for all obligations of TEP under this Agreement. In addition, each Shareholder may issue its Equity Securities if (i) the net proceeds of such issuance is used solely to purchase Equity Securities of LATAM and pay related expenses or to refinance any loan made to such Shareholder that is outstanding as of the date of this Agreement, (ii) immediately after such issuance the beneficial owners of Equity Securities of such Shareholder as of the date of this Agreement collectively own a majority of the outstanding Equity Securities of such Shareholder that are entitled to vote generally in the election of directors of such Shareholder and control such Shareholder, and (iii) in the case of TEP, immediately after such issuance Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx Xxxxx collectively control TEP and collectively own a majority of the outstanding Equity Securities of TEP that are entitled to vote generally in the election of directors of TEP and such issuance is permitted under Brazilian Law (including those relating to foreign ownership and control of Brazilian airlines) and would not have an Adverse Effect. In addition, TEP may issue its Equity Securities regardless of the use of the proceeds thereof if immediately prior to such issuance the subscriber of those Equity Securities is a holder of shares issued by TEP and immediately after such issuance TEP remains majority-owned and controlled by Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx Xxxxx. No Transfer made in accordance with this Section 3.04 shall require the consent of any Shareholder, shall be subject to any rights of first offer in favor of any other Shareholder pursuant to Section 3.05 or shall be counted for purposes of determining whether Transfers by any Shareholder in any 12-month period have exceeded the limitations set forth in Sections 3.02(a)(iii) and (iv), 3.02(b)(iii) and 3.03(a)(ii) and (iii) and 3.03(b).. ­SC1:2501431.18