AGREEMENT AND PLAN OF MERGER by and among TAYLOR MORRISON HOME CORPORATION, TAYLOR MORRISON COMMUNITIES, INC. (solely for purposes of Sections 5.13, 7.3 and 8.14), THOR MERGER SUB, INC. and AV HOMES, INC. Dated as of June 7, 2018Agreement and Plan of Merger • June 7th, 2018 • Taylor Morrison Home Corp • Operative builders • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2018 (this “Agreement”), is made by and among Taylor Morrison Home Corporation, a Delaware corporation (“Parent”); solely for purposes of Sections 5.13, 7.3 and 8.14, Taylor Morrison Communities, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Intermediate Parent”); Thor Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Merger Sub”); and AV Homes, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4, Section 8.5 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
VOTING AGREEMENTVoting Agreement • June 7th, 2018 • Taylor Morrison Home Corp • Operative builders • Delaware
This Voting Agreement (this “Agreement”), dated as of June 7, 2018, is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Parent”), and TPG Aviator, L.P., a Delaware limited partnership (the “Stockholder”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), each as in effect on the date hereof.
