Common use of Enabling Provisions Clause in Contracts

Enabling Provisions. (a) Holdco 1 agrees that it shall vote, or cause to be voted or execute written consents for, as the case may be, all shares of TAM Ordinary Stock beneficially owned by it, and shall take all other action reasonably necessary (including by causing TAM to call a special meeting of shareholders or the TAM Chairman to call a special meeting of the TAM Board, as applicable) so as to give effect to the agreements with respect to representation on the TAM Board contained in this Article I and to ensure that the by-laws of TAM (i) facilitate, enable and do not at any time conflict with any provision of this Agreement and (ii) permit each of LATAM and TEP to receive the full benefits to which it is entitled under this Agreement. Holdco 1 further agrees that it shall not take any action directly as a shareholder of TAM, and each of LATAM and TEP agree it shall not take any action indirectly through any of its Board Representatives, or otherwise that would contravene or frustrate the implementation of these agreements. Each of LATAM and TEP shall cause all of its Board Representatives, and Holdco 1 shall cause each board member of TAM, to act at all times in conformity with, and to take such action as may reasonably be required of and available to them to ensure the fulfillment of, the terms of this Agreement and the by-laws of TAM. TAM agrees not to take any action that would conflict with or subvert the operation or enforcement of any provision of this Agreement or that would impede any party’s ability to receive the full benefits to which such party is entitled under this Agreement. (b) Holdco 1 shall cause any and all shares of TAM Ordinary Stock beneficially owned by it and entitled to vote at any meeting of shareholders of TAM to be present in person or represented by proxy at all annual and special meetings of shareholders of TAM to the extent necessary so that all shares of TAM Ordinary Stock beneficially owned by it shall be counted as present for the purpose of determining the presence of a quorum at such meeting. Each party agrees to execute from time to time in the future any document or documents required by Law to keep the agreements contained in this Section 1.04 in full force and effect at all times throughout the term of this Agreement.

Enabling Provisions. (a) Holdco 1 I agrees that it shall vote, or cause to be voted or execute written consents for, as the case may be, all shares of TAM Ordinary Stock beneficially owned by it, and shall take all other action reasonably necessary (including by causing TAM to call a special meeting of shareholders or the TAM Chairman to call a special meeting of the TAM Board, as applicable) so as to give effect to the agreements with respect to representation on the TAM Board contained in this Article I and to ensure that the by-laws of TAM (i) facilitate, enable and do not at any time conflict with any provision of this Agreement and (ii) permit each of LATAM and TEP to receive the full benefits to which it is entitled under this Agreement. Holdco 1 I further agrees that it shall not take any action directly as a shareholder of TAM, and each of LATAM and TEP agree it shall not take any action indirectly through any of its Board Representatives, or otherwise that would contravene or frustrate the implementation of these agreements. Each of LATAM and TEP shall cause all of its Board Representatives, and Holdco 1 I shall cause each board member of TAM, to act at all times in conformity with, and to take such action as may reasonably be required of and available to them to ensure the fulfillment of, the terms of this Agreement and the by-laws of TAM. TAM agrees not to take any action that would conflict with or subvert the operation or enforcement of any provision of this Agreement or that would impede any party’s ability to receive the full benefits to which such party is entitled under this Agreement. (b) Holdco 1 I shall cause any and all shares of TAM Ordinary Stock beneficially owned by it and entitled to vote at any meeting of shareholders of TAM to be present in person or represented by proxy at all annual and special meetings of shareholders of TAM to the extent necessary so that all shares of TAM Ordinary Stock beneficially owned by it shall be counted as present for the purpose of determining the presence of a quorum at such meeting. Each party agrees to execute from time to time in the future any document or documents required by Law to keep the agreements contained in this Section 1.04 in full force and effect at all times throughout the term of this Agreement.

Enabling Provisions. (a) Holdco 1 Each Shareholder agrees that it shall vote, or cause to be voted or execute written consents for, as the case may be, all shares of TAM Ordinary Holdco 1 Voting Stock beneficially owned by it, and each Party shall take all other action reasonably necessary (including by causing Holdco 1 or TAM to call a special meeting of shareholders or the Holdco 1 Chairman or the TAM Chairman to call a special meeting of the Holdco 1 Board or the TAM Board, as applicable) so as to give effect to the agreements with respect to representation on the Holdco 1 Board and the TAM Board contained in this Article I and to ensure that the by-laws other Organizational Documents of Holdco 1 and TAM (i) facilitate, enable and do not at any time conflict with any provision of this Agreement and (ii) permit each of LATAM and TEP Shareholder to receive the full benefits to which it each Shareholder is entitled under this Agreement. Holdco 1 Each Party further agrees that it shall not take any action directly as a shareholder of Holdco 1 or TAM, and each of LATAM and TEP agree it shall not take any action indirectly through any of its Director Representatives as members of the Holdco 1 Board Representativesor the TAM Board, or otherwise that would contravene or frustrate the implementation of these agreements. Each of LATAM , and TEP that it shall cause all of its Board Representatives, and Director Representatives as members of the Holdco 1 shall cause each board member of TAM, Board or the TAM Board to act at all times in conformity with, and to take such action as may reasonably be required of and available to them to ensure the fulfillment of, the terms of this Agreement and the by-laws other Organizational Documents of Holdco 1 and TAM. TAM Holdco 1 agrees not to take take, or to cause or permit TAM to take, any action that would conflict with or subvert the operation or enforcement of any provision of this Agreement or that would impede any partyShareholder’s ability to receive the full benefits to which such party Shareholder is entitled under this Agreement. (b) Holdco 1 Each Shareholder shall cause any and all shares of TAM Ordinary Holdco 1 Voting Stock beneficially owned by it and entitled to vote at any meeting of shareholders of TAM Holdco 1 to be present in person or represented by proxy at all annual and special meetings of shareholders of TAM Holdco 1 to the extent necessary so that all shares of TAM Ordinary Holdco 1 Voting Stock beneficially owned by it shall be counted as present for the purpose of determining the presence of a quorum at such meeting. Each party Shareholder further agrees to execute from time to time in the future any document or documents required by Law to keep the agreements contained in this Section 1.04 1.05 in full force and effect at all times throughout the term of this Agreement. Each Shareholder agrees that it will take all necessary actions (including amending the Holdco 1 By-Laws) to effect and implement any stock splits or reverse stock splits of the Holdco 1 Non-Voting Stock at such times and in such proportions as any holder thereof shall request if (but only if) such split is necessary or advisable to permit or preserve the ability of TAM or any of its Subsidiaries to conduct operations in any market worldwide.

Enabling Provisions. (a) Holdco 1 Each Shareholder agrees that it shall vote, or cause to be voted or execute written consents for, as the case may be, all shares of TAM Ordinary Holdco I Voting Stock beneficially owned by it, and each Party shall take all other action reasonably necessary (including by causing Holdco I or TAM to call a special meeting of shareholders or the Holdco I Chairman or the TAM Chairman to call a special meeting of the Holdco I Board or the TAM Board, as applicable) so as to give effect to the agreements with respect to representation on the Holdco I Board and the TAM Board contained in this Article I and to ensure that the by-laws other Organizational Documents of Holdco I and TAM (i) facilitate, enable and do not at any time conflict with any provision of this Agreement and (ii) permit each of LATAM and TEP Shareholder to receive the full benefits to which it each Shareholder is entitled under this Agreement. Holdco 1 Each Party further agrees that it shall not take any action directly as a shareholder of Holdco I or TAM, and each of LATAM and TEP agree it shall not take any action indirectly through any of its Director Representatives as members of the Holdco I Board Representativesor the TAM Board, or otherwise that would contravene or frustrate the implementation of these agreements. Each of LATAM , and TEP that it shall cause all of its Director Representatives as members of the Holdco I Board Representatives, and Holdco 1 shall cause each board member of TAM, or the TAM Board to act at all times in conformity with, and to take such action as may reasonably be required of and available to them to ensure the fulfillment of, the terms of this Agreement and the by-laws other Organizational Documents of Holdco I and TAM. TAM Holdco I agrees not to take take, or to cause or permit TAM to take, any action that would conflict with or subvert the operation or enforcement of any provision of this Agreement or that would impede any partyShareholder’s ability to receive the full benefits to which such party Shareholder is entitled under this Agreement. (b) Holdco 1 Each Shareholder shall cause any and all shares of TAM Ordinary Holdco I Voting Stock beneficially owned by it and entitled to vote at any meeting of shareholders of TAM Holdco I to be present in person or represented by proxy at all annual and special meetings of shareholders of TAM Holdco I to the extent necessary so that all shares of TAM Ordinary Holdco I Voting Stock beneficially owned by it shall be counted as present for the purpose of determining the presence of a quorum at such meeting. Each party Shareholder further agrees to execute from time to time in the future any document or documents required by Law to keep the agreements contained in this Section 1.04 1.05 in full force and effect at all times throughout the term of this Agreement.. Each Shareholder agrees that it will take all necessary actions (including amending the Holdco I By-Laws) to effect and implement any stock splits or reverse stock splits of the Holdco I Non-Voting Stock at such times and in such proportions as any holder thereof shall request if (but only if) such split is necessary or advisable to permit or preserve the ability of TAM or any of its Subsidiaries to conduct operations in any market worldwide. ­SC1:2502057.9

Enabling Provisions. (a) Holdco 1 Each Shareholder agrees that it shall vote, or cause to be voted or execute written consents for, as the case may be, all shares of TAM Ordinary Holdco I Voting Stock beneficially owned by it, and each Party shall take all other action reasonably necessary (including by causing Holdco I or TAM to call a special meeting of shareholders or the Holdco I Chairman or the TAM Chairman to call a special meeting of the Holdco I Board or the TAM Board, as applicable) so as to give effect to the agreements with respect to representation on the Holdco I Board and the TAM Board contained in this Article I and to ensure that the by-laws other Organizational Documents of Holdco I and TAM (i) facilitate, enable and do not at any time conflict with any provision of this Agreement and (ii) permit each of LATAM and TEP Shareholder to receive the full benefits to which it each Shareholder is entitled under this Agreement. Holdco 1 Each Party further agrees that it shall not take any action directly as a shareholder of Holdco I or TAM, and each of LATAM and TEP agree it shall not take any action indirectly through any of its Director Representatives as members of the Holdco I Board Representativesor the TAM Board, or otherwise that would contravene or frustrate the implementation of these agreements. Each of LATAM , and TEP that it shall cause all of its Director Representatives as members of the Holdco I Board Representatives, and Holdco 1 shall cause each board member of TAM, or the TAM Board to act at all times in conformity with, and to take such action as may reasonably be required of and available to them to ensure the fulfillment of, the terms of this Agreement and the by-laws other Organizational Documents of Holdco I and TAM. TAM Holdco I agrees not to take take, or to cause or permit TAM to take, any action that would conflict with or subvert the operation or enforcement of any provision of this Agreement or that would impede any partyShareholder’s ability to receive the full benefits to which such party Shareholder is entitled under this Agreement. (b) Holdco 1 Each Shareholder shall cause any and all shares of TAM Ordinary Holdco I Voting Stock beneficially owned by it and entitled to vote at any meeting of shareholders of TAM Holdco I to be present in person or represented by proxy at all annual and special meetings of shareholders of TAM Holdco I to the extent necessary so that all shares of TAM Ordinary Holdco I Voting Stock beneficially owned by it shall be counted as present for the purpose of determining the presence of a quorum at such meeting. Each party Shareholder further agrees to execute from time to time in the future any document or documents required by Law to keep the agreements contained in this Section 1.04 1.05 in full force and effect at all times throughout the term of this Agreement. Each Shareholder agrees that it will take all necessary actions (including amending the Holdco I By-Laws) to effect and implement any stock splits or reverse stock splits of the Holdco I Non-Voting Stock at such times and in such proportions as any holder thereof shall request if (but only if) such split is necessary or advisable to permit or preserve the ability of TAM or any of its Subsidiaries to conduct operations in any market worldwide.