MCC Board definition

MCC Board has the meaning set forth in the Recitals to this Agreement.

MCC Board. The Board of Directors and Board means the Board of Directors of the Club as elected or appointed from time to time; Board may delegate any of its powers to a committee or sub-committee. the “premises” The MCC clubrooms located at 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, 0000. the “user applicant” A financial Ordinary or Concession member or Life member of the MCC, or such other person or organisation approved by the MCC, that has made application to become an Approved User by signing this agreement. the “Approved User” A user applicant that has signed this agreement, satisfied the Darkroom Manager and/or Studio Manager of any competency requirements, and the authorised MCC representative has signed this agreement. the “Facilities” The Darkroom (and associated equipment), and/or the Studio (and associated equipment), and/or such other areas as may be specified from time to time by the MCC. “personal use” Exclusive use of the Facilities by an Approved User for a purpose other than a published MCC meeting. “hiring fee” A charge determined by the MCC for personal use of the Facilities. A schedule of hiring fees shall be published by the MCC. Upon application, a hiring fee may be varied or waived at the sole discretion of the MCC.

MCC Board is the Board of Directors and Board means the Board of Directors of the Club as elected or appointed from time to time; Board may delegate any of its powers to a committee or sub-committee. the “premises” – The MCC clubrooms located at 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, 0000. the “user applicant” – A financial Ordinary or Concession member or Life member of the MCC, or such other person or organisation approved by the MCC, that has made application to become an Approved User by signing this agreement. the “Approved User” – A user applicant that has signed this agreement, satisfied the Darkroom Manager and/or Studio Manager of any competency requirements, and the authorised MCC representative has signed this agreement. the “Facilities” – The Darkroom (and associated equipment), and/or the Studio (and associated equipment), and/or such other areas as may be specified from time to time by the MCC.

Examples of MCC Board in a sentence

• MCC Board has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).

• This Agreement may be amended by the parties, by action taken or authorized by MCC Board and SIC Board, at any time before or after receipt of MCC Stockholder Approval or SIC Stockholder Approval; provided, however, that after receipt of MCC Stockholder Approval or SIC Stockholder Approval, there may not be, without further approval of such stockholders, any amendment of this Agreement that requires further approval of the stockholders of MDLY or SIC under Applicable Law.

• The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by MCC Board.

• Unless MCC Board has made a MCC Adverse Recommendation Change, MCC shall, through MCC Board, make MCC Board Recommendation, and shall include such MCC Board Recommendation in the Joint Proxy Statement/Prospectus, and use its commercially reasonable efforts to (x) solicit from MCC stockholders proxies in favor of MCC Stockholder Approval, and (y) take all other action necessary or advisable to secure MCC Stockholder Approval.

• Following the date hereof, the SIC Board will review and approve any amendments to, or amendments and restatements of, the bylaws of SIC (the “SIC Bylaws”), which shall be reasonably acceptable to the MCC Board, in order to remove terms inconsistent with, and to add terms advisable to reflect, the publicly traded nature of SIC, as the Surviving Company, following the Closing.

• Unless the MCC Board has made a MCC Adverse Recommendation Change, MCC shall, through the MCC Board, make the MCC Board Recommendation, and shall include such MCC Board Recommendation in the Joint Proxy Statement/Prospectus, and use its commercially reasonable efforts to (x) solicit from MCC stockholders proxies in favor of the MCC Stockholder Approval, and (y) take all other action necessary or advisable to secure the MCC Stockholder Approval.

• Promptly following the date hereof, the SIC Board will review and approve an amendment and restatement of the charter of SIC (the “SIC Charter” and, as so amended and restated, the “Amended and Restated Charter”), which Amended and Restated Charter shall be reasonably acceptable to the MCC Board, in order to remove terms inconsistent with, and to add terms advisable to reflect, the publicly traded nature of SIC, as the Surviving Company, following the Closing.

• The Special Committee of the MCC Board has received the opinion of Sandler O’Xxxxx, to the effect that, as of the date of such opinion and subject to certain assumptions, limitations, qualifications and other matters, the Exchange Ratio set forth in this Agreement is fair, from a financial point of view, to the holders of shares of MCC Common Stock (other than SIC, MDLY and their respective Affiliates); it being agreed that SIC is not entitled to rely upon such opinion.

• Xxxxxx and Xxxxxxxx each being entitled to the same advancement and indemnification rights and insurance coverage as the other members of the MCC Board.

• Xx. Xxxxxx also was appointed as a member of the nominating and corporate governance committee and the compensation committee of the MCC Board, and Xx. Xxxxxxxx was appointed as a member of the audit committee of the MCC Board.