MFW Conditions

MFW Conditions. Means (x) the approval of a special committee of independent members of the Board and (y) the affirmative vote of a majority of the voting power of the outstanding shares of Class A Common Stock not beneficially owned by the Investor or his Affiliates, in each case of clauses (x) and (y) to the extent necessary to satisfy the framework established under Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014) and its progeny.