Most Favored Nations Provision. Other than in connection with a Qualified Issuance (as defined below), if at any time within twenty four (24) months following the Closing, the Company shall issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify the conversion or exercise price of any of the foregoing which may be outstanding) to any person or entity at a price per share which shall be less than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinations (the “Lower Price Issuance”), without the consent of the Subscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to the Subscriber respecting those Purchased Shares that are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the Purchased Shares owned by the Subscriber on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 10(b) is equal to such other Lower Price Issuance. The delivery to Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Subscriber is granted piggyback registration rights in connection with such additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of common stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinations. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.00001 per share of Common Stock. The rights of Subscriber set forth in this Section 10(b) are in addition to any other rights the Subscriber has pursuant to this Agreement, any Offering Documents, and any other agreement referred to or entered i...
Most Favored Nations Provision. (a) The Fund, the Manager, and the Investment Adviser each represent and warrant that they have not entered into any side letter prior to the date hereof with any investor that has made a Commitment to the Fund in an amount equal to or lesser than the Investor’s Commitment that provides economic rights or benefits more favorable to such investor than those granted to the Investor. The Fund, the Manager, and the Investment Adviser each agree that if they enter into a side letter with an existing or future investor for a Commitment equal to or less than the Investor’s investment that provides economic rights or benefits more favorable to such other investor than those rights granted to the Investor, then the Investor shall receive such rights and benefits as if incorporated herein, as of the effective date of the side letter.
(b) The Fund, the Manager, and the Investment Adviser each agree that, for purposes of determining the amount of the Investor’s Commitment under Paragraph (a), above, the Investor’s Commitment shall be aggregated with the Commitments invested by (i) other investors who are Illinois public pension funds or retirement systems under the Illinois Pension Code, 40 ILCS 5/1-101, et seq., as amended (“Pension Code”) and (ii) other investors who receive a more favorable right or benefit as a result of being managed or advised by the same investment advisor, consultant, or similar entity as Investor, which is currently Verus Advisory, Inc. Moreover, if before or after the date of this Letter Agreement, Investor has made or makes a commitment to other [insert name of Manager] investment funds, then the Investor’s Commitment shall be aggregated with its Commitment to the other [insert name of Manager] investment funds for purposes of determining the amount of the Investor’s Commitment under Paragraph (a), above.
(c) For the avoidance of doubt, each of the Fund, the Manager, and the Investment Adviser confirm that the term “side letter” in Paragraph (a), above, shall be interpreted to include any and all agreements entered into between any current or future Alternative Investment Vehicle, Feeder Vehicle, Parallel Fund, co-investment vehicle, or other vehicle and any limited partners, members, or other equity holders thereof in connection with the admission of such limited partners, members, or other equity holders.
Most Favored Nations Provision. For a period ending the earliest of (A) the date of completion of a public offering in which Company raises gross proceeds of at least $15 million and (A) the Maturity Date (the “Favored Nations Period”), if after the date hereof, the Company issues or sells, or in accordance with this Section 4(b) is deemed to have issued or sold, any shares of Common Stock to an RFXS Affiliate on or prior to the Maturity Date or to any subscriber of Company securities in a private placement prior to December 31, 2016, but excluding any Exempt Issuances issued or sold or deemed to have been issued or sold, or any Convertible Securities (excluding any Exempt Issuances issued or sold or deemed to have been issued or sold) or Options (excluding any Exempt Issuances issued or sold or deemed to have been issued or sold) to an RFXS Affiliate on or prior to March 31, 2017, or to any subscriber of Company securities in a private placement prior to December 31, 2016, for a consideration per share (or with a conversion or exercise price per share) or if the Company amends the conversion or exercise price of outstanding Convertible Securities or Options (the “New Issuance Price”) less than a price equal to the Conversion Price (as defined in the Note) in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this adjustment, any agreement entered for or the issuance of any Company security or debt instrument to an RFXS Affiliate on or prior to March 31, 2017, or to any subscriber of Company securities in a private placement prior to December 31, 2016, carrying the right to convert such security or debt instrument into Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the above-described security, debt instrument, warrant, right, or option if such issuance is at a price lower than the Conversion Price in effect upon such issuance and again at any time upon any actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion ...
Most Favored Nations Provision. In the event that the Guarantor shall enter into any new (or shall modify any existing) agreement, instrument or document creating, securing or evidencing Indebtedness in excess of $5,000,000 containing one or more additional financial covenants (including, without limitation, financial reporting covenant) or additional defaults related thereto not contained in this Guaranty, or more favorable financial covenants (including, without limitation, financial reporting covenants) or events of default related thereto, the terms of this Guaranty shall, without any further action on the part of the Guarantor or the Lender, be deemed to be amended automatically to include each such additional financial covenants and additional defaults related thereto or more favorable financial covenants or events of default related thereto contained in such agreement, instrument or document; provided, however, that if subsequent thereto, the parties to any such agreements, instruments or documents agree to remove, loosen or make less restrictive any such financial covenants or events of default, then the terms of this Guaranty shall, without any further action on the part of the Guarantor and the Lender and so long as such new terms are no less favorable to the Lender than those which exist on the date hereof, shall be deemed to be similarly amended. In the event that the lenders under any such agreements, instruments or documents receive any compensation for such removal, loosening or making less restrictive such additional financial covenants or events of default, the Lender shall be entitled to receive compensation (including, without limitation, the payment of any fees) in equivalent proportion thereto. The Guarantor further covenants to promptly execute and deliver, at its own cost and expense (including the fees and expenses of the Lender’s counsel), an amendment to this Guaranty, in form and substance satisfactory to the Lender, evidencing the amendment of this Guaranty to include such additional financial covenants and additional events of default related thereto, or more favorable financial covenants or events of default related thereto, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in Section 2.020), but shall merely be for the convenience of the parties hereto.
Most Favored Nations Provision. If the Note has not been paid or converted prior to the Maturity Date, and if at any time or from time to time prior to May 31, 2021 (the “Anti- Dilution Period”) the Company issues any additional securities (a “New Issuance”) (including, but not limited to, any class of shares, preferred stock, warrants, rights to subscribe for shares, convertible debt or other securities convertible into any share class, referred to below collectively as “Securities”) for a consideration per share, after giving effect to, and net of, commissions, fees and other expenses, that is less, or which on conversion or exercise of the underlying security is less, than the conversion price of the Holder (as adjusted for changes resulting from any forward or reverse share splits, stock dividends and similar events) (a “Down Round Price”), the Company shall issue additional Securities to Holder at no additional cost in an amount that it would have received at the Down Round Price, rounded up to the next whole share, on a full ratchet basis at no additional consideration (“Holder’s Down Round Issuances"). In the event that a New Issuance is made at a Down Round Price and includes both equity securities and rights to acquire additional securities (whether in the form of warrants, options or other rights) (the “Rights”), then as part of any full ratchet adjustment the Company shall also include, within the Holder’s Down Round Issuances, that number of Rights which Holder would have acquired had it participated in the New Issuance.
Most Favored Nations Provision. City and EDC agree that in the ------------------------------ event: (i) either of the development agreements of either Other Land-Based Casino Developer are amended in any material respect, City and EDC shall offer to Developer the same amendment to this Agreement with such conforming changes as may be reasonably required, provided, however, that City's and EDC's obligation under this Section 21.26 shall end thirty-five (35) years subsequent ------------- to the Closing Date with respect to any amendment to Section 7.17 and ten (10) ------------ years subsequent to the Closing Date with respect to all other amendments to this Agreement; and (ii) they waive any of the conditions imposed by Sections -------- 2.4(a)(1), (2), (4) or (7) under either of the development agreements of either -------------------------- Other Land-Based Casino Developer, they shall offer to waive such condition for Developer.
Most Favored Nations Provision. The Parties agree that the terms of this Section 2.6 (including without limitation subsections 2.6.1, 2.6.2, and 2.6.3, as applicable) shall be as stated in Section 3 of Exhibit 7 of this Agreement, and those terms are incorporated by reference herein.
Most Favored Nations Provision. Blue Zone hereby agrees that the terms for the License of the Blue Zone Intellectual Property to CTV hereunder will be at least as favorable as those offered to other customers of Blue Zone for a License in respect of Blue Zone Intellectual Property in connection with the development by Blue Zone of a Web site relating to news, and in the event Blue Zone enters into more favorable pricing, the pricing under this Agreement will be immediately modified, as appropriate.
Most Favored Nations Provision. CORPORATION agrees it will not charge a more favorable rental, fee or charge to any other rental car concession executing a similar agreement with CORPORATION for comparable space, facilities or rights at the Terminal Building than that being paid by CONCESSIONAIRE hereunder, unless the CORPORATION also makes those more favorable terms available to CONCESSIONAIRE. The provisions of this section 10.19 do not apply to the Minimum Monthly Guarantee amounts identified in Article 4 hereof.
Most Favored Nations Provision. It is the intent of the Company and the Executive that any compensation and benefits awarded to the CEO, as well as other provisions of the CEO's Employment Agreement or arrangement, be identical to those of the Executive, except as otherwise provided in Section 4(c) and Section 4(d). Accordingly, any more favorable provisions afforded to the CEO shall be deemed to be incorporated in this Agreement and be considered an amendment to this Agreement unless the Executive elects otherwise.
