Most Favored Terms. Blackhawk Biofuels represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the provisions offered to any other person or entity is or will be more favorable to such person or entity than those offered under this Agreement, and, if they are or become more favorable to any other person or entity during the term of this Agreement or any continuation or extension thereof, Blackhawk Biofuels shall give written notice thereof to REG Marketing, and REG Marketing shall have the option (which option must be exercised by written notice to Blackhawk Biofuels with ten (10) business days after notice thereof) to amend this Agreement to include any such more favorable terms. If such option is exercised, Blackhawk Biofuels and REG Marketing shall execute an appropriate written amendment to this Agreement.
Most Favored Terms. The Company has not entered into and will not enter into any Investor Agreement, or amend any Investor Agreement, with any Other Investor so that such other Investor Agreement is in any respect more favorable to the Other Investor that is a party to such Investor Agreement than this Agreement is to the Investors, including with respect to the Per Share Price, or that gives any Other Investor or group of affiliated Other Investors the right to purchase more shares of Common Stock than the total number of shares to be purchased by all the Investors, unless the Company modifies this Agreement so that it provides the Investors with the same rights and benefits that are provided to the Other Investor under the Investor Agreement to which it is a party (or the Company offers to modify this Agreement in that manner but the Investors refuse to agree to such modification). To the extent funds are raised via private placements, the Company shall provide the Investors with copies of any and all written documents the Company or its representatives prepare for the purposes of such private placements, including the offering memorandum, and shall cooperate with the Investors to incorporate the Investors’ reasonable comments provided on a timely basis regarding any such documents that are finalized after the date of the Original Agreement prior to furnishing such documents to the participants in such private placements.
Most Favored Terms. (a) Upon the request of Company, Contractor shall provide to Company with such information as Company may reasonably request in order to confirm the Most Favored Terms; provided, that (i) Contractor may require that Company enter into a confidentiality agreement, in a form reasonably satisfactory to Contractor, as a condition to providing such information; (ii) Contractor shall not be required to provide any information to the extent Contractor is restricted from doing so by any applicable law or any confidentiality obligations to Third Parties; and (iii) the information provided shall be limited to only that information that is necessary to determine Most Favored Terms.
(b) Company agrees that Contractor’s pricing under the Most Favored Terms (i) is based on the scope of Work and (ii) will be based on pricing that takes into account the kind and amount of work provided by Contractor to its Third Party customers. At any time during the Term, with respect to Work provided by Contractor to Company on the Most Favored Terms, if Contractor enters into any agreement with any Third Party customer that provides for benefits or terms more favorable than those contained in this Agreement for similar services, under similar contract terms and using similar equipment, this Agreement shall be deemed to be modified to provide Company with such more favorable benefits and terms.
Most Favored Terms. As long as any Notes remain outstanding, no term or condition in any Convertible Securities and/or Options issued by the Company or any of its Subsidiaries to any Person after the Subscription Date and/or any agreement to acquire Common Stock, Convertible Securities and/or Options or other securities entered into by the Company or any of its Subsidiaries with any Person after the Subscription Date or any other related document or agreement with respect thereto (each, a “Subsequent Document”) shall, directly or indirectly, be more favorable to such Person than the terms and conditions in this Note and any related Transaction Document. If, and whenever on or after the date hereof, the Company enters into a Subsequent Document, then (i) the Company shall provide notice thereof to the Holder immediately following the occurrence thereof and (ii) in addition to any other remedies of the Holder in law or equity, the terms and conditions of this Note and any related Transaction Document shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Subsequent Document, provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Note and any related Transaction Document shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this Section 14(p) shall apply similarly and equally to each Subsequent Document. This Section 14(p) shall not apply in respect of an Exempt Issuance (as defined in the Purchase Agreement) and shall not apply to the issuance of shares of Common Stock in an “at the market” offering with a bona fide broker-dealer up to a maximum aggregate offering amount of $20,000,000, provided that the Company’s agreements in connection with such “at the market” offering shall not conflict with any provision of the Transaction Documents.
Most Favored Terms. 15.1 If, after the Effective Date hereof, OBC grants to any third party, a license under Licensed Patents of the same or similar scope as the license herein granted to make and sell Licensed Consumer Hydride Batteries at royalty rates more favorable to such licensee than those set forth herein, OBC shall give written notice to SHENZHEN HIGH POWER to that effect and such more favorable royalty rates shall apply to SHENZHEN HIGH POWER hereunder effective as of the date of such grant to such other party.
Most Favored Terms. The Buyer has not entered into, and will not enter into, without the prior consent of Seller prior to the consummation of the transactions contemplated by the Acquisition Agreement any agreement with any other investor or prospective investor in the Buyer (each, a “Third-Party Investor”) that has the direct or indirect effect of establishing terms, rights, or benefits for such Third-Party Investor (or any affiliate or associate thereof) in a manner more favorable to such Third- Party Investor than the terms, rights, and benefits established in favor of the Seller, including among other things, the Purchase Price Per Share and the lockup provisions and registration rights applicable to the Founder Shares.
Most Favored Terms. Until such time as an aggregate amount of US$ 15,000,000 has been invested in the Company (excluding the Excluded Capital), in the event that any person or entity is issued any type of security including, but not limited to, any type of debt, warrant or equity securities of the Company under terms more favorable than those set forth in this Agreement, the Convertible Debenture or the Warrant (collectively, the “Issued Securities”), then, at the option of the Purchaser, the Issued Securities shall be construed as containing the more favorable terms afforded to such third party, as though such terms were previously provided herein retroactively from the Closing Date. In the event that the Company issues convertible debentures which are publicly traded, the Purchaser shall have the right to replace the Convertible Debenture with such publicly traded convertible debentures in an amount equal to the outstanding Loan Amount at such time, the Convertible Debenture shall be cancelled and the provisions of the publicly traded debentures shall apply. For example, if the Company issues shares of the Company with a higher purchase price per share but with liquidation preferences rights and/or anti-dilution rights that are superior to the rights of the Purchased Shares, the Purchased Shares shall be deemed to include such superior liquidation preference and/or anti-dilution rights while all other terms of the Purchased Shares will remain unchanged and in effect. The Company shall immediately (subject to applicable law) notify the Purchaser in writing on the terms of any issuance of equity of the Company. In the event that any person or entity is granted by the Company registration rights (including, but not limited to, preferences in underwriter’s cutbacks) under terms more favorable than Purchaser’s rights then in effect, such favorable rights shall be deemed to have been granted to Purchaser as of the Closing Dates.
Most Favored Terms. (A) UNTIL THE END OF MAY 31, 2001, XOX AGREES TO TREAT THE COMPANY AS ITS MOST FAVORED CUSTOMER. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL XOX LICENSE, LEASE OR SELL THE SOURCE CODE TO ANY THIRD-PARTY THAT IS A DIRECT OR INDIRECT COMPETITOR OF THE COMPANY IN THE COMPANY'S BUSINESS OR ALLOW ANY SUCH THIRD-PARTY (DIRECTLY OR INDIRECTLY) ACCESS TO THE SOURCE CODE (EXCEPTING WHERE SUCH ACCESS IS REQUIRED UNDER A SOURCE CODE ESCROW, VAULTING AGREEMENT, OR SECURITY AGREEMENT CREATED FOR THE SAME PURPOSE AS A SOURCE CODE ESCROW OR VAULTING AGREEMENT), UPON ANY TERMS OR CONDITIONS MORE FAVORABLE THAN THE COMBINED TERMS AND CONDITIONS UPON WHICH THE COMPANY ACQUIRED OWNERSHIP IN THE SOURCE CODE EXISTING HERETOFORE AND OWNERSHIP IN THE CONVEYED RIGHTS DEVELOPED, INVENTED, CONCEIVED OR ACQUIRED OR MADE THROUGH ANY JOINT VENTURE, PARTNERSHIP, XOX AFFILIATE, DEVELOPMENT AGREEMENT OR OTHER ARRANGEMENT THAT INVOLVES XOX AND THE CONVEYED RIGHTS (OR ANY PART THEREOF) AFTER THE EFFECTIVE DATE AND BEFORE THE ANNIVERSARY DATE; PROVIDED HOWEVER, THAT XOX MAY PROVIDE THE SOURCE CODE TO ANY SUCH THIRD-PARTY OR ALLOW ANY SUCH THIRD-PARTY ACCESS TO THE SOURCE CODE OR LICENSING AND SUBLICENSING RIGHTS DESCRIBED ABOVE, IN EXCHANGE FOR PAYMENT IN CASH OF AN AMOUNT THAT WOULD BE NO LESS THAN THE AGGREGATE CONSIDERATION REMAINING TO BE PAID BY THE COMPANY TO XOX AS CALCULATED UNDER SECTION 4.02 HEREOF.
Most Favored Terms. BOX (A) represents, warrants and covenants that the Fees provided to Sony (whether by payment to Sony or, as contemplated by Section 7.3 (or other mechanism), retained by Sony) are, and will be, no less than any Fees that D-BOX has offered, offers or has otherwise provided to another licensee that is a studio or distributor whose motion pictures have been utilized in connection with the D-BOX Motion Code at any time in the past and/or at any time during the Term and (B) covenants that, with respect to all portions of the Territory other than the Excluded Countries (as may be specified by Sony from time-to-time), the Fees provided to Sony (whether by payment to Sony or, as contemplated by Section 7.3 (or other mechanism), retained by Sony) will be, no less than any Fees that D-BOX has offered, offers or has otherwise provided to another licensee that is a Major US Studio whose motion pictures have been utilized in connection with the D- BOX Motion Code during the Term. In the event that (other than with respect to any countries that Sony notifies D-BOX should be excluded from this obligation), D-BOX offers or provides Fees or allocations to any other licensee that would be a breach of the Covenant in (B) above, D-BOX shall offer to Sony such additional Fees and/or increase Sony‟s allocation of the D-BOX Premium applicable to the Film and any other Sony films that are made subject to this Agreement, effective as of the Effective Date. With respect to Sony‟s share of the D-BOX Premium that is adjusted retroactively, such incremental increase shall be paid in cash by D-BOX to Sony within thirty (30) days of the Effective Date, Sony shall have the right to engage an independent auditor to audit D-BOX to verify D-BOX‟s compliance with Section 7 and this Section 8, and such right will include the right for Sony‟s auditor‟s to review other agreements entered into by D-BOX (with appropriate confidentiality obligations to ensure that Sony is not provided with the identity of the licensees or distributors receiving the applicable Fees or allocations). For purposes hereof, “Major US Studio” means Universal City Studios LLP, Warner Bros. Entertainment Inc., Sony, Twentieth Century Fox Film Corporation, Paramount Pictures Corporation, The Xxxx Disney Company, and Lions Gate Entertainment Corp, each taken together with its respective affiliates and its authorized agents or their respective successors (so long as such agency extends to distribution matters).
Most Favored Terms. Company shall be entitled to receive the most favorable terms which the University extends to any other Industrial Member participating in the specific MRC program (i.e. the GMP or one of the SMPs).
