Common use of Distribution of the Escrowed Funds from Pennsylvania Subscribers Clause in Contracts

Distribution of the Escrowed Funds from Pennsylvania Subscribers. (a) Notwithstanding anything to the contrary herein, disbursements of funds contributed by Pennsylvania Subscribers may only be distributed in compliance with the provisions of this Section 3. Irrespective of any disbursement of funds from the Escrow Account pursuant to Section 2 or Section 3 hereof, the Escrow Agent will continue to place deposits from the Pennsylvania Subscribers into the Escrow Account until such time as the Company notifies the Escrow Agent in writing that total subscriptions (including amounts in the Escrow Account previously disbursed as directed by the Company and the amounts then held in the Escrow Account) equal or exceed $50 million (the “Pennsylvania Required Capital”), whereupon the Escrow Agent shall disburse to the Company, at the Company’s request, the principal amount of the funds from the Pennsylvania Subscribers received by the Escrow Agent for accepted subscriptions and any interest earned on such Pennsylvania Subscribers’ subscription payments while such payments were held in the Escrow Account. However, the Escrow Agent shall not disburse to the Company those funds of a subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission. Following such disbursements, in the event the Company receives subscriptions from Pennsylvania Subscribers made payable to the Escrow Agent, such subscription proceeds are not subject to this Agreement and shall be deposited into the Escrow Account or, at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account to, or deposited directly into, as the case may be, the Deposit Account. (b) If the Company has not received total subscriptions of at least the Pennsylvania Required Capital within 120 days of the date the Company first receives a subscription from a Pennsylvania Subscriber (the “Initial Escrow Period”), the Company shall notify each Pennsylvania Subscriber by certified mail or any other means (whereby receipt of delivery is obtained) of the right of Pennsylvania Subscribers to have their investment returned to them. If, pursuant to such notice, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten (10) days after receipt of the notification (the “Request Period”), the Escrow Agent shall promptly refund, without interest and without deduction, directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of the Pennsylvania Subscriber. (c) The funds of Pennsylvania Subscribers who do not request the return of their funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each a “Successive Escrow Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth in Section 3(b) above with respect to the Initial Escrow Period for each Successive Escrow Period, except that a pro rata share of any interest earned on funds deposited during each Successive Escrow Period shall be paid to each Pennsylvania Subscriber as well, until the occurrence of the earliest of (i) the termination of the offering by the Company prior to the receipt of the Pennsylvania Required Capital, (ii) the receipt and acceptance by the Company of total subscriptions that equal or exceed the Pennsylvania Required Capital and the disbursement of the Escrow Account on the terms specified in this Section 3, or (iii) all funds held in the Escrow Account for Pennsylvania Subscribers have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (d) If the Company has not received total subscriptions of at least the Pennsylvania Required Capital within 365 days after the Threshold Date, all funds in the Escrow Account for Pennsylvania Subscribers will be promptly returned in full to such Pennsylvania Subscribers, together with their pro rata share of any interest earned thereon after the Initial Escrow Period pursuant to instructions made by the Company, upon which the Escrow Agent may conclusively rely.

Distribution of the Escrowed Funds from Pennsylvania Subscribers. (a) Notwithstanding anything to the contrary herein, disbursements of funds contributed by Pennsylvania Subscribers may only be distributed in compliance with the provisions of this Section 3. Irrespective of any disbursement of funds from the Escrow Account pursuant to Section 2 or Section 3 hereof, the Escrow Agent will continue to place deposits from the Pennsylvania Subscribers into the Escrow Account until such time as the Company notifies the Escrow Agent in writing that total subscriptions (including amounts in the Escrow Account previously disbursed as directed by the Company and the amounts then held in the Escrow Account) equal or exceed $50 100 million (the “Pennsylvania Required Capital”), whereupon the Escrow Agent shall disburse to the Company, at the Company’s request, the principal amount of the funds from the Pennsylvania Subscribers received by the Escrow Agent for accepted subscriptions and any interest earned on such Pennsylvania Subscribers’ subscription payments while such payments were held in the Escrow Account. However, the Escrow Agent shall not disburse to the Company those funds of a subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission. Following such disbursements, in the event the Company receives subscriptions from Pennsylvania Subscribers made payable to the Escrow Agent, such subscription proceeds are not subject to this Agreement and shall be deposited into the Escrow Account or, at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account to, or deposited directly into, as the case may be, the Deposit Account. (b) If the Company has not received total subscriptions of at least the Pennsylvania Required Capital within 120 days of the date the Company first receives a subscription from a Pennsylvania Subscriber (the “Initial Escrow Period”), the Company shall notify each Pennsylvania Subscriber by certified mail or any other means (whereby receipt of delivery is obtained) of the right of Pennsylvania Subscribers to have their investment returned to them. If, pursuant to such notice, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten (10) days after receipt of the notification (the “Request Period”), the Escrow Agent shall promptly refund, without interest and without deduction, directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of the Pennsylvania Subscriber. (c) The funds of Pennsylvania Subscribers who do not request the return of their funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each a “Successive Escrow Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth in Section 3(b) above with respect to the Initial Escrow Period for each Successive Escrow Period, except that a pro rata share of any interest earned on funds deposited during each Successive Escrow Period shall be paid to each Pennsylvania Subscriber as well, until the occurrence of the earliest of (i) the termination of the offering by the Company prior to the receipt of the Pennsylvania Required Capital, (ii) the receipt and acceptance by the Company of total subscriptions that equal or exceed the Pennsylvania Required Capital and the disbursement of the Escrow Account on the terms specified in this Section 3, or (iii) all funds held in the Escrow Account for Pennsylvania Subscribers have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (d) If the Company has not received total subscriptions of at least the Pennsylvania Required Capital within 365 days after the Threshold Date, all funds in the Escrow Account for Pennsylvania Subscribers will be promptly returned in full to such Pennsylvania Subscribers, together with their pro rata share of any interest earned thereon after the Initial Escrow Period pursuant to instructions made by the Company, upon which the Escrow Agent may conclusively rely.

Distribution of the Escrowed Funds from Pennsylvania Subscribers. (a) Notwithstanding anything to the contrary herein, disbursements of funds contributed by Pennsylvania Subscribers may only be distributed in compliance with the provisions of this Section 3. Irrespective of any disbursement of funds from the Escrow Account pursuant to Section 2 or this Section 3 hereof, the Escrow Agent will continue to place deposits from the Pennsylvania Subscribers into the Escrow Account until such time as the Company notifies the Escrow Agent in writing that total subscriptions (including amounts in the Escrow Account previously disbursed as directed by the Company and the amounts then held in the Escrow Account) equal or exceed $50 million (the “Pennsylvania Required Capital”), whereupon the Escrow Agent shall disburse to the Company, at the Company’s request, the principal amount of the funds from the Pennsylvania Subscribers received by the Escrow Agent for accepted subscriptions and any interest earned on such Pennsylvania Subscribers’ subscription payments while such payments were held in the Escrow Account. However, the Escrow Agent shall not disburse to the Company those funds of a subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission. Following such disbursements, in the event the Company receives subscriptions from Pennsylvania Subscribers made payable to the Escrow Agent, such subscription proceeds are not subject to this Agreement and shall be deposited into the Escrow Account or, at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account to, or deposited directly into, as the case may be, the Deposit Account. (b) If the Company has not received total subscriptions of at least the Pennsylvania Required Capital within 120 days of the date the Company first receives a subscription from a Pennsylvania Subscriber (the “Initial Escrow Period”), the Company shall notify each Pennsylvania Subscriber by certified mail or any other means (whereby receipt of delivery is obtained) of the right of Pennsylvania Subscribers to have their investment returned to them. If, pursuant to such notice, a Pennsylvania Subscriber requests submits to the Company a written request for the return of his or her subscription funds within ten (10) days after receipt of the notification (the “Request Period”), upon the Escrow Agent’s receipt of direction from the Company, the Escrow Agent shall promptly refund, without interest and without deduction, directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of the Pennsylvania Subscriber. (c) The funds of Pennsylvania Subscribers who do not request the return of their funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each a “Successive Escrow Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth in Section 3(b) above with respect to the Initial Escrow Period for each Successive Escrow Period, except that a pro rata share of any interest earned on funds deposited during each Successive Escrow Period shall be paid to each Pennsylvania Subscriber as well, until the occurrence of the earliest of (i) the termination of the offering Offering by the Company prior to the receipt of the Pennsylvania Required Capital, (ii) the receipt and acceptance by the Company of total subscriptions that equal or exceed the Pennsylvania Required Capital and the disbursement of the Escrow Account on the terms specified in this Section 3, or (iii) all funds held in the Escrow Account for Pennsylvania Subscribers have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (d) If the Company has not received total subscriptions of at least the Pennsylvania Required Capital within 365 days after the Threshold Date, all funds in the Escrow Account for Pennsylvania Subscribers will be promptly returned in full to such Pennsylvania Subscribers, together with their pro rata share of any interest earned thereon after the Initial Escrow Period pursuant to instructions made by the Company, upon which the Escrow Agent may conclusively rely.

Distribution of the Escrowed Funds from Pennsylvania Subscribers. (a) Notwithstanding anything to the contrary herein, disbursements of funds contributed by Pennsylvania Subscribers may only be distributed in compliance with the provisions of this Section 34. Irrespective of any disbursement of funds from the Escrow Account Accounts pursuant to Section 2 or Section 3 hereof, the Escrow Agent will continue to place deposits from the Pennsylvania Subscribers into the PA Escrow Account until such time as the Company notifies the Escrow Agent in writing that total subscriptions (including amounts in the PA Escrow Account previously disbursed as directed by the Company and the amounts then held in the PA Escrow Account) equal or exceed $50 150 million (the “Pennsylvania Required Capital”), whereupon the Escrow Agent shall disburse to the Company, at the Company’s request, the principal amount of the funds from the Pennsylvania Subscribers received by the Escrow Agent for accepted subscriptions and any interest earned on such Pennsylvania Subscribers’ subscription payments while such payments were held in the PA Escrow Account. However, the Escrow Agent shall not disburse to the Company those funds of a subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission. Following such disbursements, in the event the Company receives subscriptions from Pennsylvania Subscribers made payable to the Escrow Agent, such subscription proceeds are not subject to this Agreement and shall be deposited into the Escrow Account or, at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account to, or deposited directly into, as the case may be, the Deposit Account. (b) If the Company has not received total subscriptions of at least the Pennsylvania Required Capital within 120 days of the date the Company first receives a subscription from a Pennsylvania Subscriber (the “Initial Escrow Period”), the Company shall notify each Pennsylvania Subscriber by certified mail or any other means (whereby receipt of delivery is obtained) of the right of Pennsylvania Subscribers to have their investment returned to them. If, pursuant to such notice, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten (10) days after receipt of the notification (the “Request Period”), the Escrow Agent shall promptly refund, without interest and without deduction, directly to each Pennsylvania Subscriber the funds deposited in the PA Escrow Account on behalf of the Pennsylvania Subscriber. (c) The funds of Pennsylvania Subscribers who do not request the return of their funds within the Request Period shall remain in the PA Escrow Account for successive 120-day escrow periods (each a “Successive Escrow Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth in Section 3(b4(b) above with respect to the Initial Escrow Period for each Successive Escrow Period, except that a pro rata share of any interest earned on funds deposited during each Successive Escrow Period shall be paid to each Pennsylvania Subscriber as well, until the occurrence of the earliest of (i) the termination of the offering by the Company prior to the receipt of the Pennsylvania Required Capital, (ii) the receipt and acceptance by the Company of total subscriptions that equal or exceed the Pennsylvania Required Capital and the disbursement of the PA Escrow Account on the terms specified in this Section 34, or (iii) all funds held in the PA Escrow Account for Pennsylvania Subscribers have having been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (d) If the Company has not received total subscriptions of at least the Pennsylvania Required Capital within 365 days after the Threshold Date, all funds in the PA Escrow Account for Pennsylvania Subscribers will be promptly returned in full to such Pennsylvania Subscribers, together with their pro rata share of any interest earned thereon after the Initial Escrow Period pursuant to instructions made by the Company, upon which the Escrow Agent may conclusively rely.