CAVU definition
Examples of CAVU in a sentence
Without limiting the generality of the foregoing, this Agreement is intended to confer upon the Indemnitee [and CAVU Consumer Partners] indemnification rights to the Fullest Extent Permitted By Applicable Law.
Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Company and CAVU, or in the case of a waiver, by the party against whom the waiver is to be effective.
The calculation of the number of Nominees that CAVU is entitled to nominate to the Board’s Slate for any election of Directors shall be based on the percentage of the outstanding shares of Common Stock then Beneficially Owned by CAVU immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission (the “SEC”)).
CAVU will promptly provide reporting to the Company after CAVU ceases to Beneficially Own at least [•]% of the outstanding shares of Common Stock, such that the Company is informed of when this obligation terminates.
Notwithstanding the foregoing, the Company may not assign any of its rights or obligations hereunder without the prior written consent of CAVU.
The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to CAVU at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.
If CAVU fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the SEC), a majority of the independent Directors then serving on the Board shall determine which of the Nominees then serving on the Board will be included in the Board’s Slate as contemplated by clause (i) of this Section 2.
Upon written notice to the Company, CAVU may assign to any Affiliate of CAVU (other than a portfolio company) all or part of its respective rights hereunder and, following such assignment, such assignee shall be deemed to be “CAVU” for all purposes hereunder.
The Company shall take, and the Company hereby covenants that the Directors shall take, all necessary corporate action to cause such Nominee to be elected to the Board by filling the vacancy with the successor Nominee designated by CAVU in accordance with Section 1(e) of this Agreement.
The Company further agrees that no advancement or payment by CAVU Consumer Partners on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing and CAVU Consumer Partners shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company.