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. 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. (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. Notwithstanding the foregoing, but subject to Section 10.18, if the Borrower incurs or suffers to exist any unsubordinated Specified Indebtedness (other than ECA Indebtedness) that after the date hereof includes financial covenants that are more restrictive than those contained in this Section 7.1, then such financial covenants shall be deemed included in this Agreement, mutatis mutandis, without any further action by the Borrower, the Administrative Agent or any Lender for so long as such Specified Indebtedness (other than ECA Indebtedness) or any commitments in respect thereof shall be outstanding; provided that the term “financial covenants” for purposes of this Section shall in no event encompass agreements in respect of interest rates, fees, expenses, yield protection, indemnities, collateral, loan maturities, prepayment premiums, prepayment prohibitions or “call” protection or conditions precedent.

MFN. To the extent the Holders of Second Lien Notes Claims, in their capacity as such and as Class or sub-Class, receive a recovery percentage under the CEOC Plan or through some other agreement with some or all of the Caesars Parties, however funded from any source, greater than the recovery percentage received by the Holders of Claims in Class H (Senior Unsecured Notes Claims), Class I (Undisputed Unsecured Claims), Class J (Disputed Unsecured Claims), Class K (Convenience Class Claims), and Class L (Insurance Covered Unsecured Claims) under the CEOC Plan, in their capacities as such, additional consideration shall be made available (on the same terms as to the Holders of Second Lien Notes Claims in their capacity as such and as a Class or sub-Class) to the Holders of Claims in Class H, Class I, Class J, Class K, and Class L such that their recovery percentage will be equal to the recovery percentage received by such Holders of Second Lien Notes Claims in their capacity as such and as a Class or sub-Class, commensurate with the respective vote of each of Class H, Class I, Class J, Class K, and Class L to accept or reject the CEOC Plan, as applicable; provided, however, for the avoidance of doubt, in the event the Holders of Second Lien Notes Claims in their capacity as such and as a Class or sub-Class receive any recovery percentage greater than the recovery percentage received by the Holders of Claims in Class H, Class I, Class J, Class K, and Class L and not contingent upon CEOC Plan treatment tied to voting outcomes, then any CEOC Plan treatment tied to voting outcomes for Class H, Class I, Class J, Class K, and Class L also shall be eliminated, and the Holders of Claims in such Classes shall receive the greater recovery percentage received by such Holders of Second Lien Notes Claims.

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, with respect to delivery of programming on an SOD basis over the Internet or New Media, Licensor agrees with another licensee to SOD usage model terms more favorable than those set forth herein or permits its own SOD service to have SOD usage model terms more favorable than those set forth in this Schedule U, Licensor shall promptly notify STE, and STE shall have the benefit of those same terms and conditions.

MFN. So long as any Preferred Shares remain outstanding, upon any issuance by the Company or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term (including without limitation any conversion price) in favor of the holder of such security that was not similarly set forth in the Transaction Documents or the Certificate of Designations or provided to the holders of Preferred Shares (other than a future financing with C/M Capital Partners, LP), then the Company shall notify the Buyer of such additional or more favorable term and such term, at Buyer’s option, shall become, and the Company shall take all action necessary such that the term becomes, a part of the Transaction Documents (including without limitation, the Certificate of Designations) with the Buyer. 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 conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.