Pay to Play definition
Pay to Play. So long as any portion of this Warrant remains unexercised, 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 antidilution 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) in the Company’s Certificate of Incorporation, are triggered in connection with the consummation of a Down Round (as defined below) or otherwise after the date hereof, then in such event, this Warrant 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 Down Round 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 D Preferred Stock, and the Company after the date hereof consummates a Down Round in which those holders of Series D Preferred Stock who participate to their full pro rata share in such Down Round become entitled to exchange such Series D Preferred Stock for Series D-1 Preferred Stock and those holders of Series D Preferred Stock who do not participate to their full pro rata share will have their Series D Preferred Stock converted into Common Stock, then this Warrant would automatically adjust to provide the right to purchase Series D-1 Preferred Stock instead of Common Stock). A “Down Round” means any non-public offering of equity securities of the Company after the Issue Date of this Warrant at a price per share lower than the Warrant Price then in effect.
Pay to Play. Rights. In the event that any “pay to play” terms or conditions (i.e. terms or conditions that require a holder of the Preferred Stock to purchase securities in a future round of equity financing or else lose the benefit of anti-dilution protections or other rights applicable to shares of Preferred Stock or have such shares of Preferred Stock automatically convert into Common Stock or another class or series of capital stock) in the Charter are triggered in connection with any Equity Round (a “Trigger Event”), then, in each such event, the purchase rights under this Agreement shall automatically adjust to provide the Warrantholder, upon the later exercise hereof, with the same securities and/or rights that the Warrantholder would have received had the Warrantholder (x) exercised this Warrant prior to such Trigger Event, and (y) participated in the applicable equity financing in an amount sufficient to be deemed to have fully participated for purposes of such “pay to play” provision.
Pay to Play. Rights. In the event that any “pay to play” terms or conditions (i.e. terms or conditions that require a holder of shares of Your preferred stock (the “Preferred Stock”) to purchase securities in a future round of equity financing or else lose the benefit of anti-dilution protections applicable to shares of Preferred Stock or have such shares of Preferred Stock automatically convert into common stock or another class or series of capital stock) in Your Certificate of Incorporation are triggered in connection with any sale or issuance of securities (a “Trigger Event”), then, in each such event the purchase rights under this Warrant Agreement shall automatically adjust to provide Us, upon the later exercise hereof, with the same securities and/or rights that We would have received had We (x) exercised this Warrant Agreement prior to such Trigger Event, and (y) participated in the applicable equity financing in an amount sufficient to be deemed to have fully participated for purposes of such “pay to play” provision.
Examples of Pay to Play in a sentence
Pay to Play Disclosure Pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c.
The Sub-Advisor understands that the Fund is a “Covered Investment Pool”, as defined in the Pay to Play Rule, and the Fund agrees to deliver to the Sub-Advisor such information as the Sub-Advisor may request to ensure the Sub-Advisor’s compliance with the Pay to Play Rule.
The Sub-Advisor has adopted a “Pay to Play Policy” complying with the requirements of Rule 206(4)-5 of the Investment Advisers Act (the “Pay to Play Rule”) and has provided a copy of such Pay to Play Policy to the Fund.
The Sub-Advisor understands that the Fund is a "Covered Investment Pool", as defined in the Pay to Play Rule, and the Fund agrees to deliver to the Sub-Advisor such information as the Sub-Advisor may request to ensure the Sub-Advisor's compliance with the Pay to Play Rule.
The Sub-Advisor has adopted a "Pay to Play Policy" complying with the requirements of Rule 206(4)-5 of the Investment Advisers Act (the "Pay to Play Rule") and has provided a copy of such Pay to Play Policy to the Fund.
More Definitions of Pay to Play
Pay to Play. Rights. In the event that We have not exercised this Warrant as to all the Warrant Stock and any “pay to play” terms or conditions (i.e. terms or conditions that require a holder of shares of Your preferred stock (the “Preferred Stock”) to purchase securities in a future round of equity financing or else lose the benefit of anti-dilution protections applicable to shares of Preferred Stock or have such shares of Preferred Stock automatically convert into common stock or another class or series of capital stock) in Your Certificate of Incorporation are triggered in connection with any sale or issuance of securities (a “Trigger Event”), then, in each such event the purchase rights remaining under this Warrant Agreement shall automatically adjust to provide Us, upon the later exercise hereof, with the same securities and/or rights that We would have received had We (x) exercised such portion of this Warrant Agreement prior to such Trigger Event, and (y) participated in the applicable equity financing in an amount sufficient to be deemed to have fully participated for purposes of such “pay to play” provision.
Pay to Play means terms or conditions that require a holder of shares of preferred stock of the Company (the “Preferred Stock”) to purchase securities in a future round of equity financing or else lose the benefit of anti-dilution protections applicable to such holder’s shares of Preferred Stock or have such shares of Preferred Stock automatically convert into Common Stock or another class or series of capital stock. For the avoidance of doubt, this Section 2.4 does to prohibit any such “pay to play” terms or conditions from being applied to any outstanding shares of capital stock of the Company, including any shares previously issued upon the exercise hereof or other shares of capital stock of the Company then held by the Holder. For the further avoidance of doubt, this Section 2.4 shall not limit any reclassification, conversion or exchange that is subject to Section 2.2 above.
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 antidilution 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) in the Company’s Certificate of Incorporation, are triggered in connection with the consummation of a Down Round (as defined below) or otherwise after the date hereof, then in such event, this Warrant 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 Down Round 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 C Preferred Stock, and the Company after the date hereof consummates a Down Round in which those holders of Series C Preferred Stock who participate to their full pro rata share in such Down Round become entitled to exchange such Series C Preferred Stock for Series C Preferred Stock and those holders of Series C Preferred Stock who do not participate to their full pro rata share will have their Series C 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). A “Down Round” means any non-public offering of equity securities of the Company after the Issue Date of this Warrant at a price per share lower than $6.17958.
Pay to Play. Rights. In the event that any terms or conditions that require a holder of the Shares to purchase securities in a future round of Equity Security financing or else lose the benefit of antidilution protections or other rights applicable to the Shares or have such Shares automatically convert into Common Stock or another class or series of capital stock in the Charter are triggered in connection with any future round of Equity Security financing (a “Trigger Event”), then, in each such event, the purchase rights under this Warrant shall automatically adjust to provide the Warrant Holder, upon the later exercise hereof, with the same securities and/or rights that the Warrant Holder would have received had the Warrant Holder (x) exercised this Warrant prior to such Trigger Event pursuant to Section 2(a)(ii), and (y) participated in the applicable Equity Security financing in an amount sufficient to be deemed to have fully participated for purposes of such “pay to play” provision.
Pay to Play means seeking to influence government officials award of advisory contracts by making or seeking political contributions to the government officials.
Pay to Play. Rights. In the event that any “pay to play” terms or conditions (i.e. terms or conditions that require a holder of the Preferred Stock to purchase securities in a future round of equity financing or else lose the benefit of anti-dilution protections applicable to shares of Preferred Stock or have such shares of Preferred Stock automatically convert into common stock or another class or series of capital stock) in the Charter are triggered in connection with any offer, sale or issuance by the Company of its equity securities (a “Trigger Event”), then, in each such event, the purchase rights under this Agreement shall automatically adjust to provide the Warrantholder, upon the later exercise hereof, with the same securities and/or rights that the Warrantholder would have received had the Warrantholder (x) exercised this Warrant prior to such Trigger Event, and (y) participated in the applicable equity financing in an amount sufficient to be deemed to have fully participated for purposes of such “pay to play” provision.
Pay to Play. Rights. In the event that any “pay to play” terms or conditions (i.e. terms or conditions that require a holder of the Preferred Stock to purchase securities in a future round of equity financing or else lose the benefit of anti-dilution protections applicable to shares of Preferred Stock or have such shares of Preferred Stock automatically convert into common stock or another class or series of capital stock) in the Charter are triggered in connection with any equity financing (a “Trigger Event”), then, in each such event, the purchase rights under this Agreement shall automatically adjust to provide the Warrantholder, upon the later exercise hereof, with the same securities and/or rights that the Warrantholder would have received had the Warrantholder (x) exercised this Warrant prior to such Trigger Event, and (y) participated in such equity financing in an amount sufficient to be deemed to have fully participated for purposes of such “pay to play” provision. For the avoidance of doubt, the foregoing shall not alter the impact of a Trigger Event and any such “pay to play” terms or conditions upon shares of Preferred Stock of the Company held by the WarrantHolder as of the effective date thereof.