Most Favored Nation Status. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Stock Equivalents, at an effective price per share less than the Conversion Price then in effect other than in respect of an Exempt Issuance (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share that is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Stock Equivalents are issued. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Stock Equivalents subject to this Section 5(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(c), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible conversion or exercise price at which such Securities may be converted or exercised. This Section be of no further force and effec...
Most Favored Nation Status. From the date hereof through the date that no Notes are outstanding, in the event that the Company issues or sells any notes, if the Purchaser then holding Notes reasonably believes that the terms and conditions appurtenant to such issuance or sale provide anti-dilution or other full-ratchet protective provisions to such investors that were not granted to the Purchaser hereunder, upon notice to the Company by such Purchaser within five (5) Trading Days after the Company’s disclosure of such issuance or sale, the Company shall amend the terms of the Notes as to such Purchaser only, so as to give such Purchaser the benefit of such anti-dilution or other full-ratchet protective provisions.
Most Favored Nation Status. So long as this Note remains outstanding or the Holder holds any Conversion Shares, in the event that the Company issues or sells any notes, if the Holder then reasonably believes that the terms and conditions appurtenant to such issuance or sale provide anti-dilution or other full-ratchet protective provisions to such investors that were not granted to the Holder hereunder, upon notice to the Company by Holder within five (5) Trading Days after the Company’s disclosure of such issuance or sale, the Company shall amend the terms of the Note, so as to give Holder the benefit of such anti-dilution or other full-ratchet protective provisions. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 5(c) with respect to an Exempt Issuance.
Most Favored Nation Status. If the Senior Notes or the Senior Note Purchase Agreement are amended, modified, or supplemented to (a) add to the Senior Notes or the Senior Note Purchase Agreement any mandatory prepayment provision or redemption event not contained in the Senior Note or the Senior Note Purchase Agreement on the Closing Date, or (b) make any covenant under the Senior Notes or the Senior Note Purchase Agreement more restrictive than the similar covenant set forth in this Agreement and the other Loan Documents, including, without limitation, by adding covenants to the terms of the Senior Notes or the Senior Note Purchase Agreement other than those contained in the Senior Note Purchase Agreement or the Senior Notes on the Closing Date, then at the request of the Administrative Agent or the Required Lenders, the Borrower shall execute and deliver an amendment to this Agreement such that (i) this Agreement shall include, on similar terms, a mandatory prepayment provision on the terms of the mandatory prepayment provision or redemption event added to the Senior Notes or the Senior Note Purchase Agreement and (ii) the covenants in this Agreement are as restrictive as those covenants in the Senior Notes and the Senior Note Purchase Agreement and/or the covenants in this Agreement include the covenants added to the Senior Notes and the Senior Note Purchase Agreement.
Most Favored Nation Status. From the date hereof through the date that no Exchange Shares are outstanding, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable to such Other Investor than the rights and benefits established in favor of the Shareholders by the Exchange Shares and related transaction documents, unless, in any such case, the (i) the Company shall notify each of the Shareholders of such additional or more favorable term within five (5) Business Days of the issuance of the respective security, and (ii) such term, at each Shareholder’s option, shall become a part of the Transaction Documents with the Company (regardless of whether the Company complied with the notification provision of this Section 4.13). In order to elect to exchange its Exchange Shares for other securities of the Company, any Shareholder shall deliver its Exchange Securities to the Company in exchange for the more favorable securities using the Fair Market Value of the Securities then held by the Shareholder in order to determine how many more favorable securities the Company must deliver to such Shareholder. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing redemption features, rights of first refusal, dividends and conversion lookback periods. Notwithstanding anything to the contrary provided in this Section 4.14, this Section 4.14 shall not apply to any securities issued at a conversion price lower than the Conversion Price except as stated in the Certificates of Designation.
Most Favored Nation Status. So long as the Purchasers hold Preferred Shares with an aggregate Stated Value equal to or exceeding $125,000 and this Agreement remains in full force and effect, if the Company effects a Subsequent Financing, if a Purchaser reasonably believes that the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than were granted to the Purchasers pursuant to the Transaction Documents, such Purchaser may elect, in its sole discretion, in lieu of cash consideration (or whatever form of consideration is payable in such Subsequent Financing) to tender all or some of the Preferred Shares then held by such Purchaser to the Company for the purchase of any securities issued in such Subsequent Financing on a $1.00 for $1.00 basis based on the then outstanding Stated Value of such Preferred Shares, along with any accrued but unpaid interest, liquidated damages and other amounts owing thereon, and the effective price at which such securities were sold in such Subsequent Financing so as to give such Purchaser the benefit of such more favorable terms and provisions, upon notice to the Company by such Purchaser within five (5) Trading Days after the Company’s disclosure of such issuance or sale, which effective price shall not be less than the Floor Price (as defined in the Certificate of Designations); provided, however, that this right shall not apply with respect to an Exempt Issuance.
Most Favored Nation Status. Should Stac enter into another royalty-bearing license with a third party under the Other Stac Patents, with substantially the same license conditions as set forth in this Agreement for the Other Stac Patents in paragraphs 2.2 and 2.5.2, which has a royalty rate more favorable than the one set forth herein, taking into account any other consideration provided ("Favored Royalty Rate"), then Stac shall have thirty (30) days to inform Microsoft of the existence of such an arrangement and Microsoft shall be entitled to the same Favored Royalty Rate from the date such royalty-bearing license was executed. Microsoft shall have the right to request and conduct confidential, independent audits of third party licenses as provided in the following paragraph. Stac shall maintain complete and accurate records of its license agreements to support and document the consideration exchanged and royalties payable in connection with the license granted under any Other Stac Patents. Such records shall be retained for a period of at least three (3) years after execution of the license agreement. Stac shall, upon written request, during normal business hours, but no more frequently than one time per year, provide access to such records to an independent accounting firm chosen and compensated by Microsoft, for purposes of the audit. Such accounting firm shall be required to sign a reasonable agreement with Stac protecting Stac's confidential information and shall be authorized by Stac to report to Microsoft only the terms of the consideration exchanged and royalties payable under the license agreements examined. In the event that any such audit shall uncover a more favorable royalty rate under the license agreement that was not passed onto Microsoft, Stac shall reimburse Microsoft for the cost of any audit, and royalties to be reimbursed to Microsoft due to the differing royalty rates, with interest thereon at six percent (6%) per annum within ten (10) calendar days of notice of such unreported royalty rate.
Most Favored Nation Status. From the date hereof through the earlier of (i) the date that no Warrants are outstanding, or (ii) the date Company and Purchaser enter into any definitive agreement for a Joint Party Transaction, in the event that the Company issues or sells any warrants to purchase Common Stock, if a Purchaser then holding Warrants reasonably believes that the terms and conditions appurtenant to such issuance or sale provide anti-dilution or other full-ratchet protective provisions to such investors that were not granted to the Purchasers hereunder, upon notice to the Company by such Purchaser within five (5) Trading Days after the Company’s disclosure of such issuance or sale, the Company shall amend the terms of the Warrants as to such Purchaser only, so as to give such Purchaser the benefit of such anti-dilution or other full-ratchet protective provisions.
Most Favored Nation Status. If, during the term of this Agreement, HortonWorks enters into an agreement to provide any of the Yahoo Services (or any functionally and substantially equivalent services) to any similarly situated third party for a lower price (including, without limitation, for no fee or other consideration) or under a lower pricing arrangement and under terms, conditions, and mutual obligations that correspond in substance when taken as a whole to the terms, conditions, and mutual obligations in this Agreement with respect to the Yahoo Services, then HortonWorks agrees to notify Yahoo promptly and provide to Yahoo such lower price or pricing formula or arrangement retroactively back to the date first provided to such other third party and reimburse Yahoo for any overpaid amounts. HortonWorks agrees to abide by its obligations under this Section 9.3 (Most Favored Nation Status) in good faith.
Most Favored Nation Status. If, at any time while this Note is outstanding, the Company issues or sells any shares of Common Stock, or securities convertible into or exercisable for shares of Common Stock, and if the Holder reasonably believes that the material terms and conditions appurtenant to such issuance or sale are more beneficial to the Holder than the terms and conditions contained herein, then, upon notice to the Company by the Holder within five (5) Trading Days after the Company’s disclosure of such issuance or sale, the Company shall amend the terms hereof, as to the Holder to provide to Holder the benefit of such other material terms and conditions. Notwithstanding anything to the contrary contained herein, the provisions of this Section 5(b) are inapplicable at any time while this Note is outstanding in respect of any such issuance or sale to a Person who, as of the Original Issue Date, (i) is a record or beneficial holder of Common Stock or (ii) has a preexisting business or personal relationship with the Company’s Chief Executive Officer, but is not a person or entity whose primary business is investing in securities. The provisions of this Section 5(b) are also inapplicable at any time while this Note is outstanding unless, during the period that commences with the Original Issue Date and concludes on the eight (8)-week anniversary thereof, (AA) the Agreement and Plan of Merger among the Company, its wholly-owned acquisition subsidiary, and Sound Concepts, Inc., has not been executed by all parties thereto; or (BB) the NASDAQ Stock Market LLC has tendered correspondence to the Company that provides, in pertinent part, that the Company’s pending application for the listing of its Common Stock on The NASDAQ Capital Market, more likely than not, will not be approved; or (CC) A.G.P./Alliance Global Partners has informed the Company’s Chief Executive Officer (verbally or in writing) that it is not confident that it will join in a request by the Company to the Securities and Exchange Commission for the Company’s pending Registration Statement on Form S-1, Commission No. 333-226840. If any of such three itemized events shall occur during such eight (8)-week period, then the provisions of this Section 5(b) shall be fully applicable, except in respect of a sale or issuance of the type as set forth in the immediately preceding sentence.
