I am sure it does.....any HOA for JV or purchase needs SH...

I am sure it does.....any HOA for JV or purchase needs SH approval. ie Governance. It aint about that. TAM would have signed the agreement given they have scoured the market and MLX was the best deal for SH's and that's why they signed the HOA. Did TAM do this in the interest of SH's.
MLx have alleged, (if I recall) the two have worked TAM and NST or at the very least TAM have worked against the agreement (HOA). You simply just cant break an agreement just because you have a better deal which you failed to obtain beforehand and the party to the agreement has been leveraged. For the good of sh's or not, frankly. I would forget about SH approval being the trigger to get out, unless MLX and TAM were working in cohoots to the detriment of SH's.

What this gets down to is what was the intent of HOA and what caused TAM to field a bid from NST prior to HOA with MLX. Wouldn't this have been cleaner if no HOA was signed, everyone could have been leveraged and a final bid secured with HOA. That's the way its usually done, if you want to create competitive tension and leverage.