Common use of Ownership Control Events Clause in Contracts

Ownership Control Events. If at any time LATAM is permitted under the Law of Brazil and other applicable Law to beneficially own a greater percentage of the issued and outstanding shares of Holdco 1 Voting Stock than it currently beneficially owns, then LATAM shall have the right, exercisable in its sole discretion, in whole or in part, at any time or from time to time, to convert the shares of Holdco 1 Non-Voting Stock beneficially owned by it into shares of Holdco 1 Voting Stock on a 1:1 basis or at another conversion ratio agreed to by LATAM and TEP in writing prior to such conversion, in each case to the maximum extent allowable under applicable Law (the “Conversion Option”) by providing written notice of such election to TEP and Holdco 1 (each, an “Ownership Notice”); provided, however, that notwithstanding the foregoing LATAM may exercise the Conversion Option only if and to the extent that the consummation of such exercise would not have any Adverse Effect. If at any time LATAM is permitted under applicable Law to have more than two Director Representatives on the Holdco 1 Board, then LATAM shall have the right, exercisable in its sole discretion, in whole or in part, at any time or from time to time, to appoint additional Director Representatives to the Holdco 1 Board in accordance with Section 1.03 by providing written notice of such election to TEP and Holdco 1 (each, a “Director Election Notice”); provided, however, that notwithstanding the foregoing LATAM shall not have the right to deliver any Director Election Notice that would result in it appointing half or a majority of the members of any Holdco 1 Board unless at such time LATAM is permitted under applicable Law in Brazil and other applicable Law to own a majority of the outstanding shares of Holdco 1 Voting Stock. Promptly following delivery of any Ownership Notice or Director Election Notice to TEP and Holdco 1, each of Holdco 1 and TEP shall cooperate with LATAM and shall take or cause to be taken all actions (including by calling a special meeting of shareholders of Holdco 1 to remove all the directors of the Holdco 1 and to relect such directors and elect the additional individuals designated by LATAM to the Holdco 1 Board), and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the Organizational Documents of Holdco 1 and applicable Law to permit LATAM to increase its representation on the Holdco 1 Board and/or to convert such shares of Holdco 1 Non-Voting Stock into shares of Holdco 1 Voting Stock pursuant to this Section 3.02. Without limitation of the foregoing, TEP agrees to cause one or more of its Director Representatives to resign from each Holdco 1 Board promptly following request therefor from LATAM in order to effectuate the purpose of this Section 3.02. LATAM and Holdco 1 shall take all necessary action to ensure that at the same time that any individuals are added or removed from the Holdco 1 Board as a result of this Section 3.02 the same individuals are added or removed from the TAM Board. On and after the Tenth Anniversary and after LATAM has fully converted all of the shares of Holdco 1 Non-Voting Stock beneficially owned by it into shares of Holdco 1 Voting Stock as permitted by applicable Law in Brazil and other applicable Law (the “Full Ownership Conversion Date”), then LATAM shall have the right to purchase all of the shares of Holdco 1 Voting Stock held by all holders of such shares for an amount equal to TEP’s then current tax basis in such shares and any costs TEP is required to incur to effect such sale (the “Call Option”). If LATAM does not exercise the Call Option within 30 days following the occurrence of the Full Ownership Conversion Date or if, after the Tenth Anniversary, LATAM has the right under applicable Law in Brazil and other applicable Law to fully convert all the shares of Holdco 1 Non-Voting Stock beneficially owned by it into shares of Holdco 1 Voting Stock, such conversion would not have an Adverse Effect and LATAM has not fully exercised such right within 30 days after the first date on which LATAM has such right, then each of the holders of the shares of Holdco 1 Voting Stock shall have the right to put its shares to LATAM for an amount equal to its then current tax basis in such shares and any costs that it is required to incur to effect such sale.

Ownership Control Events. If at any time LATAM is permitted under the Law of Brazil and other applicable Law to beneficially own a greater percentage of the issued and outstanding shares of Holdco 1 I Voting Stock than it currently beneficially owns, then LATAM shall have the right, exercisable in its sole discretion, in whole or in part, at any time or from time to time, to convert the shares of Holdco 1 I Non-Voting Stock beneficially owned by it into shares of Holdco 1 I Voting Stock on a 1:1 basis or at another conversion ratio agreed to by LATAM and TEP in writing prior to such conversion, in each case to the maximum extent allowable under applicable Law (the “Conversion Option”) by providing written notice of such election to TEP and Holdco 1 I (each, an “Ownership Notice”); provided, however, that notwithstanding the foregoing LATAM may exercise the Conversion Option only if and to the extent that the consummation of such exercise would not have any Adverse Effect. If at any time LATAM is permitted under applicable Law to have more than two Director Representatives on the Holdco 1 I Board, then LATAM shall have the right, exercisable in its sole discretion, in whole or in part, at any time or from time to time, to appoint additional Director Representatives to the Holdco 1 I Board in accordance with Section 1.03 by providing written notice of such election to TEP and Holdco 1 I (each, a “Director Election Notice”); provided, however, that notwithstanding the foregoing LATAM shall not have the right to deliver any Director Election Notice that would result in it appointing half or a majority of the members of any Holdco 1 I Board unless at such time LATAM is permitted under applicable Law in Brazil and other applicable Law to own a majority of the outstanding shares of Holdco 1 I Voting Stock. Promptly following delivery of any Ownership Notice or Director Election Notice to TEP and Holdco 1I, each of Holdco 1 I and TEP shall cooperate with LATAM and shall take or cause to be taken all actions (including by calling a special meeting of shareholders of Holdco 1 I to remove all the directors of the Holdco 1 I and to relect such directors and elect the additional individuals designated by LATAM to the Holdco 1 I Board), and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the Organizational Documents of Holdco 1 I and applicable Law to permit LATAM to increase its representation on the Holdco 1 I Board and/or to convert such shares of Holdco 1 I Non-Voting Stock into shares of Holdco 1 I Voting Stock pursuant to this Section 3.02. Without limitation of the foregoing, TEP agrees to cause one or more of its Director Representatives to resign from each Holdco 1 I Board promptly following request therefor from LATAM in order to effectuate the purpose of this Section 3.02. LATAM and Holdco 1 I shall take all necessary action to ensure that at the same time that any individuals are added or removed from the Holdco 1 I Board as a result of this Section 3.02 the same individuals are added or removed from the TAM Board. On and after the Tenth Anniversary and after LATAM has fully converted all of the shares of Holdco 1 I Non-Voting Stock beneficially owned by it into shares of Holdco 1 I Voting Stock as permitted by applicable Law in Brazil and other applicable Law (the “Full Ownership Conversion Date”), then LATAM shall have the right to purchase all of the shares of Holdco 1 I Voting Stock held by all holders of such shares for an amount equal to TEP’s then current tax basis in such shares and any costs TEP is required to incur to effect such sale (the “Call Option”). If LATAM does not exercise the Call Option within 30 days following the occurrence of the Full Ownership Conversion Date or if, after the Tenth Anniversary, LATAM has the right under applicable Law in Brazil and other applicable Law to fully convert all the shares of Holdco 1 I Non-Voting Stock beneficially owned by it into shares of Holdco 1 I Voting Stock, such conversion would not have an Adverse Effect and LATAM has not fully exercised such right within 30 days after the first date on which LATAM has such right, then each of the holders of the shares of Holdco 1 I Voting Stock shall have the right to put its shares to LATAM for an amount equal to its then current tax basis in such shares and any costs that it is required to incur to effect such sale.

Ownership Control Events. If at any time LATAM is permitted under the Law of Brazil and other applicable Law to beneficially own a greater percentage of the issued and outstanding shares of Holdco 1 I Voting Stock than it currently beneficially owns, then LATAM shall have the right, exercisable in its sole discretion, in whole or in part, at any time or from time to time, to convert the shares of Holdco 1 I Non-Voting Stock beneficially owned by it into shares of Holdco 1 I Voting Stock on a 1:1 basis or at another conversion ratio agreed to by LATAM and TEP in writing prior to such conversion, in each case to the maximum extent allowable under applicable Law (the “Conversion Option”) by providing written notice of such election to TEP and Holdco 1 I (each, an “Ownership Notice”); provided, however, that notwithstanding the foregoing LATAM may exercise the Conversion Option only if and to the extent that the consummation of such exercise would not have any Adverse Effect. If at any time LATAM is permitted under applicable Law to have more than two Director Representatives on the Holdco 1 I Board, then LATAM shall have the right, exercisable in its sole discretion, in whole or in part, at any time or from time to time, to appoint additional Director Representatives to the Holdco 1 I Board in accordance with Section 1.03 by providing written notice of such election to TEP and Holdco 1 I (each, a “Director Election Notice”); provided, however, that notwithstanding the foregoing LATAM shall not have the right to deliver any Director Election Notice that would result in it appointing half or a majority of the members of any Holdco 1 I Board unless at such time LATAM is permitted under applicable Law in Brazil and other applicable Law to own a majority of the outstanding shares of Holdco 1 I Voting Stock. Promptly following delivery of any Ownership Notice or Director Election Notice to TEP and Holdco 1I, each of Holdco 1 I and TEP shall cooperate with LATAM and shall take or cause to be taken all actions (including by calling a special meeting of shareholders of Holdco 1 I to remove all the directors of the Holdco 1 I and to relect such directors and elect the additional individuals designated by LATAM to the Holdco 1 I Board), and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the Organizational Documents of Holdco 1 I and applicable Law to permit LATAM to increase its representation on the Holdco 1 I Board and/or to convert such shares of Holdco 1 I Non-Voting Stock into shares of Holdco 1 I Voting Stock pursuant to this Section 3.02. Without limitation of the foregoing, TEP agrees to cause one or more of its Director Representatives to resign from each Holdco 1 I Board promptly following request therefor from LATAM in order to effectuate the purpose of this Section 3.02. LATAM and Holdco 1 I shall take all necessary action to ensure that at the same time that any individuals are added or removed from the Holdco 1 I Board as a result of this Section 3.02 the same individuals are added or removed from the TAM Board. On and after the Tenth Anniversary and after LATAM has fully converted all of the shares of Holdco 1 I Non-Voting Stock beneficially owned by it into shares of Holdco 1 I Voting Stock as permitted by applicable Law in Brazil and other applicable Law (the “Full Ownership Conversion Date”), then LATAM shall have the right to purchase all of the shares of Holdco 1 I Voting Stock held by all holders of such shares for an amount equal to TEP’s then current tax basis in such shares and any costs TEP is required to incur to effect such sale (the “Call Option”). If LATAM does not exercise the Call Option within 30 days following the occurrence of the Full Ownership Conversion Date or if, after the Tenth Anniversary, LATAM has the right under applicable Law in Brazil and other applicable Law to fully convert all the shares of Holdco 1 I Non-Voting Stock beneficially owned by it into shares of Holdco 1 I Voting Stock, such conversion would not have an Adverse Effect and LATAM has not fully exercised such right within 30 days after the first date on which LATAM has such right, then each of the holders of the shares of Holdco 1 I Voting Stock shall have the right to put its shares to LATAM for an amount equal to its then current tax basis in such shares and any costs that it is required to incur to effect such sale.. ­SC1:2502057.9