Common use of Shareholder Supermajority Matters Clause in Contracts

Shareholder Supermajority Matters. Notwithstanding any provision of this Agreement or the Organizational Documents of TAM or any of its Subsidiaries to the contrary, neither TAM nor any of its Subsidiaries shall, and TAM shall not permit any of its Subsidiaries to, engage in or take, directly or indirectly, any of the following actions unless approved by a Supermajority Shareholder Vote (each, a “Shareholder Supermajority Matter”): (i) to approve any amendments to the by-laws of any TAM Company in respect of the following matters: (A) the corporate purpose, (B) the corporate capital, (C) the rights inherent to each class of shares and to the shareholders of any TAM Company, (D) the attributions of the shareholders regular meetings or any limitation to attributions of the board of directors of any TAM Company, (E) increase or decrease in the number of board members and officers of any TAM Company, (F) the term of any TAM Company, (G) the change of the corporate headquarters of any TAM Company, (H) preemptive rights, (I) the composition, attributions and liabilities of the management of any TAM Company, and (J) dividends and other distributions; (ii) to approve the dissolution, liquidation and winding up of TAM; (iii) to approve the transformation, merger, spin-up, or any kind of corporate reorganization of TAM; (iv) to pay or distribute dividends or any other kind of distributions, including interest on capital, to the shareholders of TAM; and (v) to approve the issuance, redemption or amortization of any debt securities, Equity Securities or Convertible Securities into shares of TAM.