MFN Provision Clause Samples

MFN Provision. Notwithstanding anything to the contrary contained herein or in any Transaction Document, (i) in the event that Guarantor, CLNS Credit RE, Seller or any Subsidiary of Guarantor or CLNS Credit RE has entered into or shall enter into or amend any other commercial real estate loan repurchase agreement, warehouse facility or credit facility with any other lender or repurchase buyer (each as in effect after giving effect to all amendments thereof, a “Third Party Agreement”) and such Third Party Agreement contains any financial covenant as to Guarantor for which there is no corresponding covenant in Section 5(a) at the time such financial covenant becomes effective (each an “Additional Financial Covenant”), or contains a financial covenant that corresponds to a covenant in Section 5(a) and such financial covenant is more restrictive as to Guarantor than the corresponding covenant in Section 5(a) as in effect at the time such financial covenant becomes effective (each, a “More Restrictive Financial Covenant” and together with each Additional Financial Covenant, each an “MFN Covenant”), then (A) Guarantor shall promptly notify Buyer of the effectiveness of such MFN Covenant and (B) in the sole discretion of Buyer Section 5(a) will automatically be deemed to be modified to reflect such MFN Covenant (whether through amendment of an existing covenant contained in Section 5(a) (including, if applicable, related definitions) or the inclusion of an additional financial covenant (including, if applicable, related definitions), as applicable), and (ii) in the event that all Third Party Agreements that contain an MFN Covenant are or have been amended, modified or terminated and the effect thereof is to make less restrictive as to Guarantor any MFN Covenant or eliminate any Additional Financial Covenant, then, upon Guarantor providing written notice to Buyer of the same (each an “MFN Step Down Notice”), which Guarantor may deliver to Buyer from time to time, the financial covenants in Section 5(a) will automatically be deemed to be modified to reflect only such MFN Covenants which are then in effect as of the date of any such MFN Step Down Notice; provided, however, that in no event shall the foregoing cause the financial covenants of Guarantor to be any less restrictive than the financial covenants expressly set forth in Section 5(a). Promptly upon request by Buyer, Guarantor shall execute and take any and all acts, amendments, supplements, modifications and assurances and...

MFN Provision. 14.1 [*]. If during the Term, TiVo enters into an agreement [*], with any other multi-channel video distributor (a “Distributor”) providing for a license to [*] (each such agreement, amendment, renewal or extension, an “Alternate License Agreement”), TiVo shall [*].

MFN Provision. If the Company or any Subsidiary of the Company offers to issue or issues to any Person any security of the Company or any Subsidiary of the Company (“New Securities”), then the Company shall offer to each Purchaser the right to exchange all or a portion of the securities then held by such Purchaser (the “Existing Securities”), plus accumulated and unpaid interest and dividends, of such Existing Securities for New Securities of equal value. Such offer shall made at the same time and in the same manner as if such offer is being made to any other potential purchaser of any New Security. Each Purchaser shall have 20 Trading Days to review the offer and determine whether it wants to exchange all or any portion of the its Existing Securities.

MFN Provision. If the Company, in connection with the Other Equity Transactions, enters into an agreement that contains terms more favorable to any investor than the terms provided to Purchaser under this Agreement, then at the election of Purchaser, the Company will modify or revise the terms of this Agreement in order for the transactions contemplated hereby to reflect any more favorable terms provided to any other investor in connection with the Other Equity Transactions.

MFN Provision. If any time prior to the date on which the Company has consummated one or more equity financings with gross proceeds to the Company of more than $24,000,000 following the Closing Date, the Company or any Subsidiary of the Company offers to issue or issues to any Person any security of the Company or any Subsidiary of the Company, then the Company shall offer to each Purchaser the right to exchange all or a portion of the Series C Preferred Stock then held by such Purchaser valued at the then Stated Value (as defined in the Certificate of Designations), plus accumulated and unpaid dividends, of such Series C Preferred Stock for such security. Such offer shall made at the same time and in the same manner as if such offer is being made to any other potential purchaser of such security. Each Purchaser shall have 20 Trading Days to review the offer and determine whether it wants to exchange all or any portion of the Series C Preferred Stock.

MFN Provision. If any time prior to the date on which the Company has consummated one or more equity financings with gross proceeds to the Company of more than $15,000,000 following the Closing Date, the Company or any Subsidiary of the Company offers to issue or issues to any Person any security of the Company or any Subsidiary of the Company, then the Company shall offer to each Purchaser the right to exchange all or a portion of the Series D Preferred Stock then held by such Purchaser valued at the then Stated Value (as defined in the Certificate of Designations), plus accumulated and unpaid dividends, of such Series D Preferred Stock for such security. For example, if a Holder of 100,000 shares of Series D Preferred Stock with a stated value of $50.00 per share exchanges all 100,000 shares of Series D Preferred Stock in exercise of its rights under this provision, such Holder would have $5,000,000 of credit to apply towards the purchase of the new security, at the price being offered to the other offerees. Such offer shall made at the same time and in the same manner as if such offer is being made to any other potential purchaser of such security. Each Purchaser shall have 20 Trading Days to review the offer and determine whether it wants to exchange all or any portion of the Series D Preferred Stock.

MFN Provision. The Company covenants and agrees that it shall provide the Purchaser with the rights set forth in Section 4.2 of that certain Securities Purchase Agreement dated as of December 6, 2024, by and between the Company and the purchaser(s) thereunder.

MFN Provision. If the Borrower modifies any agreement existing as of the Execution Date evidencing Indebtedness that constitutes long-term Indebtedness or enters into any new agreement evidencing Indebtedness that constitutes long-term Indebtedness (in each case, excluding the Utility RCF and any other ordinary course revolving credit agreement), in an aggregate amount of Fifty Million Dollars ($50,000,000.00) or more, that contains any financial covenant or negative covenants more favorable to the applicable lenders (the “New Covenants”) than the terms under this Agreement, then (i) the Borrower shall provide notice thereof to DOE promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement shall be, without any further action by DOE or the Borrower, automatically amended and modified in an equivalent manner such that DOE shall receive the benefit of any New Covenant, solely for so long as such New Covenant is in effect under such other long-term debt agreement.

MFN Provision. In the event that any Lien (other than any Permitted Lien) is granted by the Borrower to secure obligations under any agreement entered into by the Borrower evidencing long-term Indebtedness of the Borrower (whether existing as of the Execution Date or entered into thereafter), (i) the Borrower shall provide notice thereof to DOE promptly following the occurrence thereof, (ii) the terms and conditions of this Agreement shall be, without any further action by DOE or the Borrower, automatically amended and modified in an equivalent manner such that DOE shall receive the benefit of any such Lien, solely for so long as such Lien is in effect under such other long-term debt agreement, and (iii) solely for so long as such Lien is in effect under such other long-term debt agreement, the Borrower shall take all other necessary actions to ensure the Guaranteed Loan is equally and ratably secured with a perfected Lien having the same priority, including entering into such additional documents or make such additional filings to document the creation, perfection and priority of such Lien as DOE may reasonably request (provided that any failure of the Borrower to comply with clause (i) or (iii) of this Section 7.19 (MFN Provision) shall not affect the enforceability or effectiveness of clause (ii) and the extension of the benefit of such Lien to DOE).