PAY-TO-PLAY Sample Clauses

PAY-TO-PLAY. Pursuant to Section 10 of the County of Orange "Pay-to-Play Local Law," the regulatory and penalty provisions of this law are incorporated by reference. A copy of the law may be requested from the COUNTY's Department of General Services.

PAY-TO-PLAY. The Adviser and Sub-Adviser each represent that it relies on the relief provided by the SEC No-Action Letter to the Investment Company Institute, dated September 12, 2011 (the “No-Action Letter”) regarding maintaining a list of “government entities” as required under Rule 204.2(a)(18)(i)(B) of the Advisers Act. Should the Adviser become aware of such information in accordance with the No-Action Letter in the future, the Adviser agrees to provide the Sub-Adviser, in a manner and with such frequency as is mutually agreed upon by the parties, with such information.

PAY-TO-PLAY. If any Eligible Purchaser declines to elect to purchase or fails to purchase Offered Units for which it subscribes pursuant to the exercise of preemptive rights granted thereto under this Section 4.4, in addition to any other rights the Company may be permitted to enforce at Law or in equity, such Member and any Permitted Transferee thereof shall not be considered an Eligible Purchaser for any future rights granted under Section 4.4(a) or a Purchase Option Purchaser under Section 4.5(b) unless the Board expressly designates such Person as an Eligible Purchaser and/or Purchase Option Purchaser, as applicable (which the Board may do on an offer-by-offer basis or not at all in its sole and absolute discretion).

PAY-TO-PLAY. A. This Operating Agreement is subject to the provisions of P.L. 2005, c. 51 (N.J.S.A. 19:44A-20.13 et seq.), and compliance with said statute shall be a material term and condition of this Operating Agreement. B. Operator is advised of its responsibility to file an annual disclosure statement on political contributions with the New Jersey Election Law Enforcement Commission (ELEC) pursuant to N.J.S.A. 19:44A-20.27 (P.L. 2005, c. 271, section 3) if Operator received contracts in excess of Fifty Thousand ($50,000.00) Dollars from a public entity in a calendar year. It is Operator’s responsibility to determine if filing is necessary. Failure to so file can result in the imposition of financial penalties by ELEC. Additional information about this requirement is available from ELEC at 000-000-0000 or at xxx.xxxx.xxxxx.xx.xx.

PAY-TO-PLAY. The Adviser represents that Shares of the Fund are currently offered as underlying investments of asset allocation portfolios (collectively, "Current Investors"). The Adviser agrees that should the Fund be offered in the future to investors other than the Current Investors, the Adviser shall provide the Sub-Adviser, in a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each "government entity" (as defined by Rule 206(4)-5 under the Investment Advisers Act of 1940, as amended ("Advisers Act")), invested in the Fund where the account of such government entity can reasonably be identified as being held in the name of or for the benefit of such government entity on the records of the Fund; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Fund as an option to be offered by such 529 Plan.

PAY-TO-PLAY. Adviser relies upon that certain relief provided by the SEC No-Action Letter to the Investment Company Institute, dated September 12, 2011, with respect to its records of “government entities” required by Rule 204.2(a)(18)(i)(B) under the Advisers Act. The Fund is a Covered Investment Pool (as defined in Rule 206(4)-5 under the Advisers Act) in which a Government Entities (as defined in Rule 206(4)-5 under the Advisers Act), are invested or may invest from time to time. Upon request, and no more frequently than on a quarterly basis, Adviser shall provide the Sub-Adviser with a list of such Government Entities invested in the Fund. Sub-Adviser shall treat all information disclosed to it by Adviser pursuant to this Section 5 as confidential and shall use the information solely for the purposes of complying with Sub-Adviser’s obligations under Rule 206(4)-5 of the Advisers Act. Sub-Adviser shall only disclose any information received under this Section 5 to employees of the Sub-Adviser with responsibility for the Sub-Adviser’s compliance with Rule 206(4)-5.

PAY-TO-PLAY. The Adviser represents that Shares of the Funds are currently offered as underlying investments of asset allocation portfolios (collectively, “Current Investors”). The Adviser agrees that should the Fund be offered in the future to investors other than the Current Investors, the Adviser shall provide the Sub-Adviser, in a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each “government entity” (as defined by Rule 206(4)-5 under the Investment Advisers Act of 1940, as amended (“Advisers Act”)), invested in the Funds where the account of such government entity can reasonably be identified as being held in the name of or for the benefit of such government entity on the records of the Funds; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Funds as an option to be offered by such 529 Plan and the government entity (or 529 Plan) can reasonably be identified as being an investor the Funds.

PAY-TO-PLAY. In the event that any “pay to play” terms or conditions (i.e. terms or conditions that require a holder of the Company’s Preferred Stock to purchase securities in a future round of equity financing or else lose the benefit of such rights, preferences and/or privileges such as anti-dilution protection applicable to the shares of Preferred Stock issuable upon the exercise of this Warrant or have such shares of Preferred Stock automatically convert to common stock or convert to another class and series of the Company’s capital stock), are triggered after the date hereof (a “Pay to Play Financing”), then in such event, this Warrant, only to the extent of Shares not previously exercised, shall automatically adjust to provide the Holder with the same securities and/or rights that the Holder would have received had the Holder participated in the Pay to Play Financing to its full pro rata share with respect to the Preferred Stock issuable upon exercise of this Warrant (e.g., if this Warrant provides for the purchase of Series B Preferred Stock, and the Company after the date hereof consummates a Pay to Play Financing in which those holders of Series B Preferred Stock who participate to their full pro rata share in such Pay to Play Financing become entitled to exchange such Series B Preferred Stock for Series C Preferred Stock and those holders of Series B Preferred Stock who do not participate to their full pro rata share will have their Series B Preferred Stock converted into Common Stock, then this Warrant would automatically adjust to provide the right to purchase Series C Preferred Stock instead of Common Stock); provided, however, that in no event shall the value of the adjusted Warrant exceed the value of the Warrant as of the date immediately prior to the Pay to Play Financing (calculated based on the multiplying the number of shares by the exercise price set forth on the first page hereof).

PAY-TO-PLAY. (a) In the event a Major Investor does not purchase ("a Failure to Purchase") its Pro Rata Amount of a Future Issuance (as defined below) subsequent to the initial sale of Series D Preferred Stock, such Major Investor (and any transferee of all or any part of such Major Investor's shares of Series A, Series B, Series C and Series D Preferred Stock) shall automatically waive any and all rights of first offer pursuant to Section 2.4 with respect to any and all Future Issuances of Shares of the Company's capital stock subsequent to such Failure to Purchase.

PAY-TO-PLAY. Pursuant to Section 10 of the COUNTY’s "Pay-to- Play Local Law", the regulatory and penalty provisions of this law are incorporated by reference. A copy of the law may be requested from the COUNTY’s Department of General Services.