MFN Clause Samples

MFN. CableLabs shall not sublicense the Licensed Technology to any entity unless such entity licenses its patents and copyrights which are essential for compliance with the Specifications to CableLabs on the same terms and conditions as this Agreement. Except for license fees payable under the Master License Agreement between CableLabs and RSA Data Security, Inc. dated December 31, 1997, if CableLabs pays any third party a fee to license its patents and copyrights which are essential for compliance with the Specification or requires sublicensees to pay such a fee, CableLabs or its sublicensees shall pay to Licensor a reasonable royalty substantially equivalent to the greatest royalty paid to any other such third party.

MFN. In the event the Company issues any Ordinary Shares to any other investor (an “Other Investor”) in a private placement in connection with the Qualified IPO, Investor shall automatically be entitled to the benefit of any terms offered to any such Other Investor that are more favorable to Investor than the terms set forth in this Agreement and the documents referred to herein.

MFN. (a) The Company and each LG Investor agrees that, from and after the date hereof until the date that neither Mammoth nor any of its Affiliates owns at least 5,000,000 Common Shares (as adjusted for any stock split, stock dividend, reverse stock split or similar event), if the Company or any of its Subsidiaries enters into any legally binding contract, agreement, arrangement or understanding (or any amendment thereto) with Leopard Parent or its Affiliates in their capacity as a shareholder of the Company, including relating to any of the matters addressed by this Agreement, the Registration Rights Agreements or the Voting Agreement, including the nomination, designation, recommendation and election of directors, other governance rights or registration rights, which contains terms or conditions that are more favorable to such Person, or more restrictive to the Company, than those to which Mammoth and its Affiliates has agreed with the Company (a “Superior Arrangement”), unless the Company reasonably determines, in good faith, following advice of legal counsel to such effect, that such Superior Arrangement is not enforceable against the Company, but excluding any such Superior Arrangement (other than with any LG Investor or any of their respective Controlled Persons) that is significantly related to the material acquisition of assets or securities of another company, the sale of all or substantially all of the assets of the Company, or any other material business combination for the benefit of the Company and its shareholders as a whole, where the Company’s benefit from any such transaction significantly relates to the Company’s business and operations, then within two Business Days after entering into any such Superior Arrangement the Company shall offer Mammoth and its Affiliates the opportunity to enter into an agreement on the same terms and conditions as the Superior Arrangement. To the extent any such agreement constitutes a waiver or amendment of this Agreement, the Company and the LG Investors (on behalf of themselves and their respective Affiliates) hereby consent to any such waiver or amendment. For the avoidance of doubt, nothing contained in this Section shall be construed to permit the Company and the LG Investors to amend this Agreement or the Voting Agreement without the prior written consent of Mammoth. (b) The parties hereto acknowledge that Leopard Parent and its Subsidiaries may enter into commercial agreements with the Company from time to...

MFN. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, settlement or waiver (other than the reimbursement of legal fees) (each a "Settlement Document") relating to the Warrants and/or the outstanding number of Preferred Shares, is or will be more favorable to such Person than those of the undersigned and this Amendment Agreement shall be, without any further action by the undersigned or the Company, deemed amended and modified in an economically and legally equivalent manner such that the undersigned shall receive the benefit of the more favorable terms contained in such Settlement Document. Notwithstanding the foregoing, the Company agrees, at its expense, to take such other actions (such as entering into amendments to this Amendment Agreement) as may be required to further effectuate the foregoing. For purposes of this Amendment Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

MFN. The Parties hereby agree that section 2 (Most Favored Nation) of the Second Amendment is applicable to all 2,450,000 Shares subject to the EPFT Contract (the “EPFT Shares”) until the EPFT Contract is terminated in accordance with its terms. For the avoidance of doubt, if (i) an Other Investor amends its Other Agreement to include terms that are more favorable to such Other Investor than the terms of EPFT Contract (as amended) are to the Seller, or (ii) the Reset Price or the VWAP Trigger Event provisions in such Other Agreements are amended in any way that is more favorable to such Other Investor than the terms of EPFT Contract (as amended) are to the Seller or (iii) such Other Investor files a notice of a VWAP Trigger Event, then the EPFT Contract shall be automatically retroactively amended to reflect such improved terms from the date of the Original Agreement; including being applicable to any of the EPFT Shares that have been sold since the date of the Original Agreement. Notwithstanding the foregoing, if this provision is applied due to a VWAP Trigger Event, the terms of the Settlement Amount Adjustment in the EPFT Contract will only apply to only that portion of the EPFT Shares that remain unsold as of the time of the VWAP Trigger Event.

MFN. Prior to the first (1st) anniversary of the Restatement Date, in the event that the Company grants rights to any Member (including any Person who becomes a Member after the date hereof and prior to the first (1st) anniversary of the Restatement Date) relating to its ownership of Common Units that are more favorable in the aggregate than the rights of the ▇▇▇▇▇▇▇▇ Member, the January Capital Member or the ▇▇▇▇ ▇▇▇▇▇ Member set forth in this Agreement (excluding the rights of the Restatement Date Members set forth herein), then the Company shall promptly provide the ▇▇▇▇▇▇▇▇ Member, the January Capital Member and the ▇▇▇▇ ▇▇▇▇▇ Member with a written description of the rights so granted, and the rights of the ▇▇▇▇▇▇▇▇ Member, the January Capital Member and the ▇▇▇▇ ▇▇▇▇▇ Member shall be deemed to have been amended to include such terms unless the ▇▇▇▇▇▇▇▇ Member, the January Capital Member or the ▇▇▇▇ ▇▇▇▇▇ Member, as applicable, elects not to accept such amended rights.

MFN. If, with respect to delivery of programming on an SOD basis over the Internet or New Media, Licensor agrees with another licensee to content protection requirements and obligations more favorable than those set forth herein, or permits its own SOD service to have content protection requirements and obligations more favorable than those set forth in this Exhibit C, Licensor shall promptly notify STE, and STE shall have the benefit of those same terms and conditions.

MFN. If the Parent enters into any subsequent equity or equity linked financing (a “Subsequent Financing”) on terms more favorable, as determined by the Lender in its discretion, than the terms governing the Notes, then the Lender in its sole discretion may exchange any Note then held by it, valued at its principal amount, together with accrued but unpaid interest (which interest payments shall be payable, at the sole option of the Purchaser, in cash or in the form of the new securities to be issued in the Subsequent Financing), for the securities issued or to be issued in the Subsequent Financing. The Parent covenants and agrees to notify the Lender in writing of the terms and conditions of any such proposed Subsequent Financing as promptly as practicable, but in no event less than 10 days prior to such Subsequent Financing.

MFN. In the event that any of the Sponsor Holders (as defined in the Registration Rights Agreement) or any of the Wentworth Holders (as defined in the Registration Rights Agreement) are subject to this Agreement or a substantially similar agreement entered into by such holder is permitted by the Company to sell or otherwise transfer or dispose of Equity Interests for value other than as permitted by this Letter Agreement or a substantially similar agreement entered into by such holder (a “Triggering Release” and the holder that is the subject of such Triggering Release, the “Triggering Release Party”), (a) the Company shall notify the Holder of Series A Preferred Stock within 24 hours of providing the Triggering Release and (b) the same pro rata percentage of the Equity Interests held by the Holder of Series A Preferred Stock (including, for clarity, shares of Common Stock issuable upon exercise of any Series A Preferred Stock, options, warrants or other securities held as of the Effective Date) shall be deemed immediately and fully released on the same terms from any remaining restrictions set forth herein (the “Pro-Rata Release”).