Block Sales. On and after the tenth anniversary of the Effective Time (the “Tenth Anniversary”) and prior to the first date on which LATAM would be permitted under applicable Law in Brazil and other applicable Law to fully convert all of the shares of Holdco 1 Non-Voting Stock beneficially owned by LATAM and its Affiliates into shares of Holdco 1 Voting Stock and such conversion would not have any Adverse Effect (the “Full Conversion Date”), TEP may sell or transfer all (but not less than all) of its shares of Holdco 1 Voting Stock to any Person in a single block sale (a “Block Sale”) if (but only if) such Block Sale complies with all of the requirements set forth in this Section 3.01(a).
(i) A Block Sale must include all of the shares of LATAM Common Stock that TEP is contractually obligated to transfer along with its shares of Holdco 1 Voting Stock (collectively, “LATAM Shares”) in such Block Sale.
(ii) Prior to a Block Sale, the Person to whom such shares are to be sold or transferred has been approved by a resolution duly adopted by the LATAM Board as a buyer of such shares of Holdco 1 Voting Stock; it being agreed that the LATAM Board shall grant such approval without unreasonable delay unless it has a bona fide business objection to such Person being the transferee of such shares or if a transfer of such shares to such Person would, in the reasonable determination of the LATAM Board, be inconsistent with applicable Law in Brazil.
(iii) No Block Sale shall be permitted if it would have a material adverse effect on the ability of (x) LATAM or Holdco 1 to own, or to receive the full benefits of ownership of, TAM and its Subsidiaries or (y) TAM or its Subsidiaries to operate their airline businesses worldwide (each, an “Adverse Effect”).
Block Sales. CLNY and its controlled Affiliates (including, for the avoidance of doubt, CCOC) may not Transfer (as such term is defined in the Charter) CCOC Shares if such Transfer would violate Article VII of the Charter.
Block Sales. In the event the Company engages an Agent for a sale of Placement Shares that would constitute a "block" within the meaning of Rule 10b-18(a)(5) under the Exchange Act (a "Block Sale"), the Company will provide the Agent, at such Agent's request and upon reasonable advance notice to the Company, on or prior to the Settlement Date, the opinions of counsel, accountant's letter and officers' certificates set forth in Section 8 hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request.
Block Sales. If the THL Group, as part of a plan of distribution pursuant to an offer and sale of Registrable Securities under Section 1.1 hereof, effects a registered block sale with one or more market professionals, RLB shall have the right to participate in such a sale on a pro rata basis with the THL Group (such percentage to be computed based on the number of Registrable Securities owned by each such Stockholder).
Block Sales. Notwithstanding anything to the contrary in this Agreement, after the Initial Public Offering, each Stockholder (the “Initiating Block Transferor”) shall, no later than 24 hours prior to the time such offering is to commence, notify each other Stockholder (the “Potential Block Participant”) when it plans to Transfer any or all of its Shares pursuant to a block trade of at least 10,000 shares or with a market value of at least $200,000. Each Potential Block Participant shall be entitled to participate in such block transfer pro rata based on its percentage ownership of Shares held by all Stockholders at the time of such proposed transfer. In the event any Potential Block Participant agrees to forego its full pro rata share of the block sale by written notice to the Initiating Block Transferor and all other Potential Block Participants, the remainder shall be re-allocated pro rata among the Initiating Block Transferor and all other Potential Block Participants in like manner (except that the Shares held by such forfeiting Potential Block Participant shall be excluded from such calculation).
Block Sales. After the Initial Public Offering, each Investor (the "Initiating Block Transferor") shall notify each other Investor (the "Potential Block Participant") when it plans to Transfer any or all of its Shares pursuant to a block sale to a financial institution in the ordinary course of its trading business. Each Potential Block Participant shall be entitled to participate in such block transfer pro rata based on its percentage ownership of Shares held by all Investors at the time of such proposed transfer. In the event any Potential Block Participant agrees to forego its full pro rata share of the block sale by written notice to the Initiating Block Transferor and all other Potential Block Participants, the remainder shall be re-allocated pro rata among the Initiating Block Transferor and all other Potential Block Participants in like manner (except that the Shares held by such forfeiting Potential Block Participant shall be excluded from such calculation).
Block Sales. The Company and Executive agree to cooperate in the manner provided in this subsection if and when Executive desires to make any sale or series of sales within a ninety (90)-day period to or as a result of a bona fide offer from a 13D Purchaser (defined below) of an aggregate of 300,000 or more shares (or right to acquire 300,000 or more shares) of Company Common Stock (the “Common Stock”) (a “Block Sale”). Block Sales do not include Permitted Transactions as defined below. In the event Executive desires to conduct a Block Sale, Executive agrees to give written notice at least six (6) business days prior to any such Block Sale to the Company’s Chief Financial Officer of the number of shares he desires to sell (the “Offered Shares”), the name and address of the proposed purchaser, the proposed purchase price, and the time frame in which the Executive desires to complete such sale, together with a copy of any writings describing or containing any terms of the proposed offer (the “Notice”). The Company agrees to notify Executive in writing within three (3) business days of its receipt of the Notice if Company desires to purchase the Offered Shares at the price and upon the terms as offered by the 13D Purchaser and presented in the Notice. If the Company notifies Executive that it does desire to purchase the Offered Shares, the Parties shall consummate the sale and purchase of the Offered Shares within five (5) business days or such other time frame as is mutually agreeable to the Parties. If the Company does not offer to purchase the Offered Shares, the Company may, alternatively, offer to introduce the Executive to potential buyers who might desire to purchase the Offered Shares. Any such purchase by a party introduced to Executive by the Company shall be permissible under this subsection. If the Company does not purchase the Offered Shares as 10
Block Sales. Notwithstanding anything in Section 2(d), any of the Holders shall be permitted to demand or participate in a Block Sale, subject to the provisions of this
Block Sales. If a holder of Registrable Securities wishes to engage in a Block Sale, then, notwithstanding any other provisions hereunder, no other holder of Registrable Securities shall be entitled to receive any notice of or have its Registrable Securities included in such Block Sale.
Block Sales. Notwithstanding anything in Section 2(c), any of the Holders shall be permitted to demand or participate in a Block Sale, subject to the provisions of this Section 2(d). All requests for a Block Sale (a “Holder Block Sale”) shall be made by giving written notice to the Company (a “Block Sale Notice”). Each Block Sale Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Holder Block Sale and the proposed date of such proposed Holder Block Sale, provided that such date must be at least five (5) Business Days after receipt of the Block Sale Notice. Within two (2) Business Days after receipt of any Block Sale Notice and no later than 48 hours before the date of such proposed Holder Block Sale, the Company shall give written notice of such requested Holder Block Sale to all other Holders (a “Company Block Sale Notice”)(which Block Sale Notice each Holder shall hold in confidence until the earlier of (x) such time as such Holder Block Sale has been publicly disclosed and (y) six (6) months after receipt of such notice, unless required to be disclosed by any applicable law, rule, regulation, order, decree or subpoena or otherwise agreed by the Company) and, subject to the provisions of Section 2(e) below, shall include in such Holder Block Sale all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 24 hours of sending the Company Block Sale Notice.
