Common use of Block Sales Clause in Contracts

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. On and after (a) Subject to Section 4.01(d), if at any time the tenth anniversary of GA Entities or the Effective Time Quadrangle Entities propose to Transfer any Company Securities in a Block Sale (such party being referred to as the “Block Sale Transferor”), the Block Sale Transferor shall first give not less than ten (10) Business Days prior written notice (the “Tenth AnniversaryBlock Sale Notice”) and prior to the first date on which LATAM would be permitted under applicable Law in Brazil Company and the 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 Institutional Shareholder (such conversion would not have any Adverse Effect (the Institutional Shareholder, a “Full Conversion DateBlock Sale Notice Recipient”), TEP may sell or transfer all (but not less than all) of its shares of Holdco 1 Voting Stock intention to any Person in Transfer Company Securities pursuant to a single block sale (a “Block Sale”. (b) if (but only if) such Upon receipt of the Block Sale complies with all of Notice, the requirements set forth in this Section 3.01(a).Block Sale Notice Recipient shall have the right to: (i) A participate in all discussions with the market maker relating to such Block Sale; (ii) make its decision to participate in any Block Sale must include all in the same time period as available to the Block Sale Transferor; and (iii) Transfer pursuant to the Block Sale, as a condition to such Transfer by the Block Sale Transferor, at the same price per Company Security and on the same terms and conditions as the Block Sale Transferor, up to its Proportional Share of the shares total number of LATAM Common Stock each class of Company Securities to be Transferred to the market maker, and the Block Sale Transferor shall be permitted to Transfer the remainder. (c) If the Block Sale Notice Recipient elects not to participate in a Block Sale, in whole or in part, the Block Sale Transferor shall be free to Transfer that TEP is contractually obligated portion of Company Securities as to transfer along with its shares of Holdco 1 Voting Stock which such election was made (collectively, “LATAM Shares”on the same terms and price as offered to the Block Sale Notice Recipients) in such Block Sale; provided that any such election shall not affect the rights of the Block Sale Notice Recipient under Section 4.01 with respect to each Block Sale thereafter. (iid) Prior Notwithstanding anything to the contrary herein, no more than two Block Sales may be made by a Block Sale, Sale Transferor in any one year period following 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 Brazildate hereof. (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. 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 I Non-Voting Stock beneficially owned by LATAM and its Affiliates into shares of Holdco 1 I 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 I 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 I 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 I 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 I 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. 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 I Non-Voting Stock beneficially owned by LATAM and its Affiliates into shares of Holdco 1 I 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 I 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 I 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 I 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 I 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”).. ­SC1:2502057.9