MFN Provision. If the Company, in connection with the Other Private Placements, enters into an agreement that contains terms more favorable to any investor than the terms provided to the Investor under this Agreement, then the Company will modify or revise the terms of this Agreement in order for the transaction contemplated hereby to reflect any more favorable terms provided to any other investor in connection with the Other Private Placements.
MFN Provision. Notwithstanding anything to the contrary contained herein or in any Transaction Document, (i) in the event that Guarantor, CLNS Credit RE, Seller or any Subsidiary of Guarantor or CLNS Credit RE has entered into or shall enter into or amend any other commercial real estate loan repurchase agreement, warehouse facility or credit facility with any other lender or repurchase buyer (each as in effect after giving effect to all amendments thereof, a “Third Party Agreement”) and such Third Party Agreement contains any financial covenant as to Guarantor for which Guaranty NS Income II there is no corresponding covenant in Section 5(a) at the time such financial covenant becomes effective (each an “Additional Financial Covenant”), or contains a financial covenant that corresponds to a covenant in Section 5(a) and such financial covenant is more restrictive as to Guarantor than the corresponding covenant in Section 5(a) as in effect at the time such financial covenant becomes effective (each, a “More Restrictive Financial Covenant” and together with each Additional Financial Covenant, each an “MFN Covenant”), then (A) Guarantor shall promptly notify Buyer of the effectiveness of such MFN Covenant and (B) in the sole discretion of Buyer Section 5(a) will automatically be deemed to be modified to reflect such MFN Covenant (whether through amendment of an existing covenant contained in Section 5(a) (including, if applicable, related definitions) or the inclusion of an additional financial covenant (including, if applicable, related definitions), as applicable), and (ii) in the event that all Third Party Agreements that contain an MFN Covenant are or have been amended, modified or terminated and the effect thereof is to make less restrictive as to Guarantor any MFN Covenant or eliminate any Additional Financial Covenant, then, upon Guarantor providing written notice to Buyer of the same (each an “MFN Step Down Notice”), which Guarantor may deliver to Buyer from time to time, the financial covenants in Section 5(a) will automatically be deemed to be modified to reflect only such MFN Covenants which are then in effect as of the date of any such MFN Step Down Notice; provided, however, that in no event shall the foregoing cause the financial covenants of Guarantor to be any less restrictive than the financial covenants expressly set forth in Section 5(a). Promptly upon request by Buyer, Guarantor shall execute and take any and all acts, amendments, supplements, modificati...
MFN Provision. If the Company, in connection with the Other Equity Transactions, enters into an agreement that contains terms more favorable to any investor than the terms provided to Purchaser under this Agreement, then at the election of Purchaser, the Company will modify or revise the terms of this Agreement in order for the transactions contemplated hereby to reflect any more favorable terms provided to any other investor in connection with the Other Equity Transactions.
MFN Provision. If the Company or any Subsidiary of the Company offers to issue or issues to any Person any security of the Company or any Subsidiary of the Company (“New Securities”), then the Company shall offer to each Purchaser the right to exchange all or a portion of the securities then held by such Purchaser (the “Existing Securities”), plus accumulated and unpaid interest and dividends, of such Existing Securities for New Securities of equal value. Such offer shall made at the same time and in the same manner as if such offer is being made to any other potential purchaser of any New Security. Each Purchaser shall have 20 Trading Days to review the offer and determine whether it wants to exchange all or any portion of the its Existing Securities.
MFN Provision. 14.1 [*]. If during the Term, TiVo enters into an agreement [*], with any other multi-channel video distributor (a “Distributor”) providing for a license to [*] (each such agreement, amendment, renewal or extension, an “Alternate License Agreement”), TiVo shall [*].
MFN Provision. If any time prior to the date on which the Company has consummated one or more equity financings with gross proceeds to the Company of more than $24,000,000 following the Closing Date, the Company or any Subsidiary of the Company offers to issue or issues to any Person any security of the Company or any Subsidiary of the Company, then the Company shall offer to each Purchaser the right to exchange all or a portion of the Series C Preferred Stock then held by such Purchaser valued at the then Stated Value (as defined in the Certificate of Designations), plus accumulated and unpaid dividends, of such Series C Preferred Stock for such security. Such offer shall made at the same time and in the same manner as if such offer is being made to any other potential purchaser of such security. Each Purchaser shall have 20 Trading Days to review the offer and determine whether it wants to exchange all or any portion of the Series C Preferred Stock.
MFN Provision. If any time prior to the date on which the Company has consummated one or more equity financings with gross proceeds to the Company of more than $15,000,000 following the Closing Date, the Company or any Subsidiary of the Company offers to issue or issues to any Person any security of the Company or any Subsidiary of the Company, then the Company shall offer to each Purchaser the right to exchange all or a portion of the Series E Preferred Stock then held by such Purchaser valued at the then Stated Value (as defined in the Certificate of Designations), plus accumulated and unpaid dividends, of such Series E Preferred Stock for such security. For example, if a Holder of 100,000 shares of Series E Preferred Stock with a stated value of $50.00 per share exchanges all 100,000 shares of Series E Preferred Stock in exercise of its rights under this provision, such Holder would have $5,000,000 of credit to apply towards the purchase of the new security, at the price being offered to the other offerees. Such offer shall made at the same time and in the same manner as if such offer is being made to any other potential purchaser of such security. Each Purchaser shall have 20 Trading Days to review the offer and determine whether it wants to exchange all or any portion of the Series E Preferred Stock.
MFN Provision. With the exception of the Excluded Stock, if any of the Borrowers or any of their Subsidiaries offers to issue or issues to any Person any security of such Borrower or any Subsidiary, then such Borrower shall offer to each Purchaser the right to exchange all or a portion of the STAR Notes or Convertible Notes then held by such Purchaser valued at the then outstanding principal amount, plus accrued and unpaid interest, of such STAR Notes or Convertible Notes for such security. Such offer shall be made at the same time and in the same manner as if such offer is being made to any other potential purchaser of such security. Each Purchaser shall have five (5) Trading Days to review the offer and determine whether it wants to exchange all or any portion of the STAR Notes or Convertible Notes.
MFN Provision. With the exception of the Excluded Stock, the Additional Shares and the Additional Investment Right Warrants, if any time following the Closing Date, the Company or any Subsidiary of the Company offers to issue or issues to any Person any security of the Company or any Subsidiary of the Company, then the Company shall offer to each Purchaser the right to exchange all or a portion of the Series E Senior Preferred Stock then held by such Purchaser valued at the then Stated Value (as defined in the Certificate of Designations), plus accumulated and unpaid dividends, of such Series E Senior Preferred Stock for such security. Such offer shall made at the same time and in the same manner as if such offer is being made to any other potential purchaser of such security. Each Purchaser shall have 5 Trading Days to review the offer and determine whether it wants to exchange all or any portion of the Series E Senior Preferred Stock.
MFN Provision. If any time following the Closing Date, the Company or any Subsidiary of the Company offers to issue or issues to any Person any security of the Company or any Subsidiary of the Company, then the Company shall offer to each Purchaser the right to exchange all or a portion of the Notes then held by such Purchaser, plus accrued but unpaid interest for such security. Such offer shall be made at the same time and in the same manner as if such offer is being made to any other potential purchaser of such security. Each Purchaser shall have 10 Trading Days to review the offer and determine whether it wants to exchange all or any portion of the Notes for such new security.
