Common use of Scope of the Agreement; Effective Time Clause in Contracts

Scope of the Agreement; Effective Time. The Parties desire to set forth in this Agreement certain terms and conditions upon which they have agreed to hold their shares of Holdco 1 Stock, including with respect to disposition and voting thereof, as well as their agreements with respect to governance, management and operation of, and the relationship among, Holdco 1 and its Subsidiaries and certain other matters. In the event of any inconsistency or conflict between the provisions of this Agreement and the other Organizational Documents of Holdco 1 or any of its Subsidiaries, this Agreement shall control and the Parties shall use their commercially reasonable efforts to amend any such Organizational Documents to conform to the provisions of this Agreement and to exercise their rights under such Organizational Documents to give effect to such provisions. This Agreement shall become effective only if, and at that time at which, Holdco 1 becomes a holder of at least 80% of the outstanding shares of TAM Ordinary Stock (the “Effective Time”). All actions required to be taken or performed under this Agreement shall be taken or performed in accordance with applicable Law.

Scope of the Agreement; Effective Time. The Parties desire to set forth in this Agreement certain terms and conditions upon which they have agreed to hold their shares of Holdco 1 I Stock, including with respect to disposition and voting thereof, as well as their agreements with respect to governance, management and operation of, and the relationship among, Holdco 1 I and its Subsidiaries and certain other matters. In the event of any inconsistency or conflict between the provisions of this Agreement and the other Organizational Documents of Holdco 1 I or any of its Subsidiaries, this Agreement shall control and the Parties shall use their commercially reasonable efforts to amend any such Organizational Documents to conform to the provisions of this Agreement and to exercise their rights under such Organizational Documents to give effect to such provisions. This Agreement shall become effective only if, and at that time at which, Holdco 1 I becomes a holder of at least 80% of the outstanding shares of TAM Ordinary Stock (the “Effective Time”). All actions required to be taken or performed under this Agreement shall be taken or performed in accordance with applicable Law.