TAVF definition
Examples of TAVF in a sentence
At any time after the fifth (5th) anniversary of the date of closing of the Fleetwood Homes Transaction and/or during any Triggering Period, TAVF shall have the right (the “Put Right”) to require Cavco to purchase all, but not less than all, of TAVF’s Shares for the Fair Market Value thereof.
TAVF has not been formed for the specific purpose of acquiring the August Shares.
So long as Cavco holds at least forty percent (40%) of the Shares, Cavco shall have the right to nominate that number of Directors necessary to constitute a majority of the Board, and so long as TAVF holds at least twenty percent (20%) of the Shares, TAVF shall have the right to nominate any remaining Directors.
The Borrower hereby grants registration rights to TAVF pursuant to a Registration Rights Agreement dated as of even date herewith, in the form attached as Exhibit A hereto, between TAVF and the Borrower (the “Registration Rights Agreement”).
TAVF further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the August Shares, and on requirements relating to the Borrower which are outside of TAVF’s control, and which the Borrower is under no obligation and may not be able to satisfy.
Subject to Section 5.1 and 9.2, but notwithstanding any other provision of this Article 5, a Shareholder may assign and transfer any or all of its Shares to any Affiliate, including in the case of TAVF any other entity under common management with TAVF, without triggering the requirements of Section 5.2.
TAVF hereby unconditionally and irrevocably waives the provisions of Section 3.4(b)(C) of the September 2004 Note regarding any adjustment of the Fixed Conversion Price (as defined in the September 2004 Note) that would otherwise be triggered as a result of the issuance of the Shares, and hereby agrees that the Fixed Conversion Price set forth in the September 2004 Note shall remain unaffected as a result of the issuance and sale of the Shares.
TAVF understands that the August Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, TAVF must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.
Following the effective date of such Registration Statement or at such earlier time as a legend is no longer required for the August Shares, the Borrower will no later than three trading days following the delivery by TAVF to the Borrower or the Borrower’s transfer agent of a legended certificate representing such August Shares, deliver or cause to be delivered to TAVF a certificate representing such August Shares that is free from all restrictive and other legends.
Meetings of the Board shall be held at least once every six (6) months, unless other timing is agreed to by Cavco and TAVF.