debenture offer apri.. - Jules Akel

“Associate Member”— means a person elected as anassociate member of the Club;“CertiWcate”— means a Debenture certiWcate issued to aDebenture Holder;“Club”— means Marylebone Cricket Club;“Conditions for the Sale of Tickets”— means suchconditions applying to the issue of tickets pursuant to theTicket Rights as the Club may stipulate from time to time;“Corporate Debenture Holder”— means as deWned inClause 5.11(a) of Section iii of this document;“Corporate Representative”— means as deWned in Clause7.4 of Section iii of this document;“Cricket Season”— means the cricket season beginning onor around 1st April of any given calendar year and endingon or around 30th September of such calendar year;“Cut-OV Time” means as deWned in Clause 5.4 of Sectioniii of this document;“Debentures”— means the Grand Stand Bronze Debentures(and the term “Debenture” shall be construed accordingly),all such Debentures being for a term of 75 years, nonconvertible,unsecured and non-interest bearing;“Debenture Holder”— means the person or personsspeciWed in the Register as the holder of a Debenture andshall include the legal personal representative of a deceasedDebenture Holder, and the term “Debenture Holders”shall be construed accordingly;“Debenture Match”— means:(i) each scheduled Test Match;(ii) each scheduled odi;(iii) each scheduled e.c.b. Trophy Final;(iv) each scheduled Twenty20 Cup Match;(v) each scheduled i.c.c. World Twenty20 England 2009Match Day; and(vi) any other scheduled match designated as a DebentureMatch by the m.c.c. Committee;to be held at the Ground within the Ticket Rights Period;“Debenture Match Day”— means any day on which aDebenture Match is scheduled to take place;“Designated Seat”— has the meaning set out in Clause 5.13of Section iii of this document;“Debenture Seating Area”— means the seatingarea or areas in the Upper Grand Stand as may bedesignated by the Club from time to time in which seatspurchased pursuant to the Ticket Rights will be situated;“Dress Regulations”— means the dress regulationsof the Club applicable to persons entering the UpperGrand Stand as the Club from time to time may notify toDebenture Holders;“e.c.b.”— means The England and Wales Cricket BoardLimited;“Full Member”— means a person elected as a full memberof the Club;“Ground”— means Lord’s Cricket Ground, London nw88qn;“Ground Regulations”— means the ground regulationsof the Club in operation at the Ground from time to timeand/or any other rule or regulation invoked or passed bythe Club in respect of the operation of the Ground fromtime to time;“i.c.c.”—means the International Cricket Council;“i.c.c. World Cup Twenty20 England 2009 MatchDay”— means a cricket match day on which a worldcup cricket match or warm-up cricket match, limited totwenty overs per innings, held under the auspices andcontrol of the 1.c.c., is held or scheduled at the Groundin the 2009 Cricket Season;“m.c.c. Committee”—means the m.c.c. Committee asconstituted by the Rules of the Club;“Nominal Value”— means the nominal value of the loan tobe advanced to the Club (and which will be repayable in 75years) being £7,500 per Debenture;“odi”— means a fifty overs per innings cricket matchscheduled to be held under the auspices and control ofe.c.b. involving the most senior England internationalcricket team (as selected and notified by e.c.b. from timeto time) and any international cricket teams recognisedas such by i.c.c., but excluding (for the avoidanceof doubt) any exhibition matches, any i.c.c. WorldCup Match Days, i.c.c. Twenty20 matches and anyi.c.c. Champions Trophy matches (and the m.c.c.Committee’s decision as to whether any match constitutesan Additional Match as opposed to an odi (so long as them.c.c. Committee has acted reasonably in making suchdecision) shall be final and binding on Debenture Holders);“OVer”— means as defined in paragraph 1 of Section 1 ofthis document;“OVer Document”— means as defined in paragraph 1 ofSection 1 of this document;“OVer Terms”—means the terms and conditions relatingto the issue of and the rights attaching to the Debentures asset out in this document and in the Application Form;“Other Match Day”— means any day on which acricket match is scheduled to be held at the Ground anddesignated as an Other Match Day from time to time bythe m.c.c. Committee, and which currently includes thefifth days of Test Matches, Middlesex match days (exceptTwenty20 Cup Match Days), m.c.c. match days, Oxfordv. Cambridge match days; Eton v. Harrow match daysand the finals of the Club, Village, Minor Counties andUniversities Challenge Competitions;“Price”— means the subscription price (including apremium and v.a.t. element) as set out in Part 1 of Sectionv of this document;“Register”— means the register of Debenture Holdersmaintained by the Club pursuant to Clause 7 of Section iiiof this document;“Rules of the Club”— means the rules and regulations ofthe Club from time to time;“Term”— means the period commencing 30th November2008 and ending on 30th November 2083;“Test Match”— means any 5-day cricket match scheduledto be held under the auspices and control of e.c.b.involving the most senior England international cricketteam (as selected and notified by e.c.b. from time to time)and a senior international cricket team representing anyother country which match is recognised as a “Test Match”by i.c.c., but excluding, for the avoidance of doubt, anyexhibition matches (and the m.c.c. Committee’s decisionas to whether any match constitutes an Additional Match asopposed to a Test Match (so long as the m.c.c. Committeehas acted reasonably in making such a decision) shall befinal and binding on Debenture Holders);“Ticket Election”— means as defined in Clause 5.4 ofSection iii of this document;“Ticket Notification”— means as defined in Clause 5.2 ofSection iii of this document;“Ticket Rights”— means the rights to purchase ticketspursuant to Clause 5 of Section iii of this document duringthe Ticket Rights Period;“Ticket Rights Period”— means the period commencing on30th November 2008 and expiring on 30th November 2016;“Total White Market Allocation”— means as defined inClause 5.2 of Section iii of this document;“Treasurer”— means the Treasurer of the Club referred toin the Rules of the Club;“Trustees”— means the Trustees of the Club as referred toin the Rules of the Club;“Twenty20 Cup Match”— means a domestic cup cricketmatch, limited to twenty overs per innings held under theauspices and control of e.c.b.;“Upper Grand Stand”— means the upper level of theGrand Stand at the Ground;“White Market”— means the market which may beoperated by the Club in respect of the sale of ticket rightsrelating to Debentures which the relevant DebentureHolders elect to be oVered for sale to the Club (ratherthan electing to exercise such rights to buy tickets for usethemselves) and subject to the further terms and conditionsthat the Club may stipulate from time to time;“White Market Election”— means as defined in Clause 5.3of Section iii of this document;1.2: In the OVer Document, unless the context requiresotherwise:(a) the headings are for convenience only and are to beignored in the construction of the relevant clauses;(b) unless the context otherwise requires, words importingthe singular shall include the plural and vice versa and wordsimporting any gender shall include all other genders;(c) a reference to “person”, “his” and “her” shall includeany person, individual, company, firm, government, state,regional or local authority, agency of a state, joint venture,trust, charity, security, fund, association club or partnership(whether or not having separate legal personality andwhether incorporated or not);(d) “includes” or “including” shall mean including withoutlimitation; and(e) all references to the Club in this document shall beconstrued as being references to the Club as acting bythe m.c.c. Committee, and any rights or obligationsof the Club hereunder will be exercisable by the m.c.c.Committee or via any delegated authority given by them.c.c. Committee.May 2008