CONTINGENT OFFERING Clause Samples
A Contingent Offering clause defines that the completion of an offering, such as the sale of securities, is dependent on certain specified conditions being met. Typically, this means that the offering will only close if a minimum amount of capital is raised or if other pre-set requirements, like regulatory approvals, are satisfied. For example, if an investment round requires at least $1 million in commitments before closing, the offering will not proceed unless that threshold is reached. This clause protects both issuers and investors by ensuring that the transaction only occurs if the necessary conditions are fulfilled, thereby reducing the risk of incomplete or underfunded offerings.
CONTINGENT OFFERING. If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule.
CONTINGENT OFFERING. If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): o None. o Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. o Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $ (amount) to be received by (date), as such amount and date may be amended as provided in the Offering Document. o Other contingencies (please describe): Manager represents, warrants and covenants to NCPS:
CONTINGENT OFFERING. If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): None. Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. Certain listed events will have occurred prior to closing (please specify): ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Other contingencies (please describe): ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Escrow Administration Fee: $500 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period) Issuer Routable Account Number: $150 per month Out-of-Pocket Expenses: Billed at cost Check Disbursements: $10.00 per check (incoming/outgoing) Transactional Costs: $100.00 for each additional escrow break $100.00 for each escrow amendment
CONTINGENT OFFERING. If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor Funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entitled thereto. The following contingencies apply to the Offering (please check all that apply):
CONTINGENT OFFERING. This Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Securities Exchange Act of 1934. The distribution is being made with the express understanding that payment is not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit B, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank Escrow Account, with North Capital Private Securities Corp. (“NCPS”) serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification by NCPS and acceptance by the Issuer that all contingencies have been met, the funds will be promptly transmitted to the Issuer. If the contingencies fail to be satisfied during the Offering period, the funds will be returned to the subscribers entitled thereto. For this Offering the following contingencies will apply (Please check all that apply).