Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following: a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date or; c. The date upon which a determination is made by Issuer to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge and agree that all funds received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.
Appears in 5 contracts
Samples: Escrow Services Agreement (American Diversified Energy LLC), Escrow Services Agreement (American Diversified Energy LLC), Escrow Services Agreement (American Diversified Energy LLC)
Escrow Period. The Escrow Period shall begin period beginning on the Qualification Commencement Date and shall terminate terminating in whole or in part upon the earlier to occur of the followingfollowing shall be referred to herein as the “Escrow Period”:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first end of the day on December 31, 2020, as may be extended for up to occur of two consecutive six-month periods pursuant to written notice from Issuer (i) the maximum offering amount being raised or (ii) 18-months from the qualification date “Minimum Termination Date”); or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, the Issuer and Escrow Agent acknowledge acknowledges that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statementoffering materials. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge and agree that all funds received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.
Appears in 2 contracts
Samples: Escrow Services Agreement (Red Oak Capital Fund III, LLC), Escrow Services Agreement (Red Oak Capital Fund III, LLC)
Escrow Period. The Escrow Period shall begin on the Qualification Commencement Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for Royalty Flow and Maxim have notified the Minimum Amount Escrow Agent that all Securities have been sold and the Offering Proceeds which are to be held in the Escrow Account have been transmitted to the Escrow Account, in which case the Escrow Period shall terminate upon disbursement of the Offering required to be sold have been deposited and cleared in Proceeds held by the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the OfferingAgent as provided in this Agreement; or
b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date or;
c. The date upon which a determination is made by Issuer Royalty Flow and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds Offering Proceeds (for the avoidance of doubt, excluding the Folio Proceeds) will be held for the benefit of the Subscribers, and that (ii) the Issuer Royalty Flow is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer Royalty Flow or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer Royalty Flow or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors Offering as neededoccurred. In addition, Issuer Royalty Flow and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of aggregate Offering Proceeds. Royalty Flow represents that, other than the Offering permitted by the Offering Statement. Issuer represents that Folio Proceeds, no funds have yet been raised for the Issuer. The parties acknowledge Offering and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering (excluding the Folio Proceeds) will be deposited in the Escrow Account established by the Escrow Agent at the Bank.
Appears in 2 contracts
Samples: Escrow Services Agreement (Royalty Flow Inc.), Escrow Services Agreement (Royalty Flow Inc.)
Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow AccountAccount and the Issuer has triggered a closing on those funds. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur April 30, 2016 if the Minimum Amount of the Offering has not been reached, which the Issuer may, in its sole and exclusive discretion, extend for a period of ninety (i90) the maximum offering amount being raised or (ii) 18-months from the qualification date days; or;
c. The date upon which a determination is made by Issuer and/or their authorized representatives, including any lead broker or placement agent that may be engaged by the Issuer, to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer contingency has triggered closing of such funds. Even after been satisfied by the sale of the Minimum of such Securities to investorssuch investors in bona fide transactions that are fully paid for, the Issuer may elect to continue to leave funds as specified in the Escrow Account in order to protect investors as neededoffering documents. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering StatementMemorandum. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Sun Dental Holdings, LLC and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent FundAmerica Securities at the Bank.
Appears in 2 contracts
Samples: Escrow Services Agreement, Escrow Services Agreement (Sun Dental Holdings, LLC)
Escrow Period. The escrow period (“Escrow Period Period”) shall begin on with the Qualification Date commencement of the Offering and shall terminate be held in whole or in part the Escrow Account for the benefit of Subscribers, upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur of One (i1) the maximum offering amount being raised or (ii) 18-months year from the qualification date of the Offering by the Securities and Exchange Commission; or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing; or
d. The Escrow Agent’s exercise of the termination rights specified in Section 8. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the neither Issuer is not nor Broker are entitled to any funds received into escrowthe Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer Issuer, Broker or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the satisfactory sale of Securities to investors, the Issuer may elect to continue to leave funds investors in the Escrow Account in order to protect investors as neededbona fide transactions that are fully paid and cleared. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statementoffering circular. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Issuer from the Offering and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.
Appears in 2 contracts
Samples: Escrow Agreement (Puraverde Inc.), Escrow Agreement (Radar USA Inc.)
Escrow Period. The Escrow Period shall begin on with the Qualification Date commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date escrow expiration date); or;
c. The date upon which a determination is made by Issuer to terminate subscription amounts for the Minimum Amount of the Offering prior required to closingbe sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities securities to investorsSubscribers, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors Subscribers as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge and agree that all funds received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.
Appears in 2 contracts
Samples: Escrow Agreement (Apex Farms Corp.), Escrow Agreement (Co-Optrade)
Escrow Period. The Escrow Period shall begin on the Qualification Commencement Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first end of the day on December 31, 2019, as may be extended for up to occur of two consecutive six-month periods pursuant to written notice from Issuer (i) the maximum offering amount being raised or (ii) 18-months from the qualification date “Minimum Termination Date”); or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. .
1 | Page During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent the parties acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statementoffering materials. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Issuer and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent Prime Trust at the Bank.
Appears in 1 contract
Samples: Escrow Services Agreement (Red Oak Capital Fund II, LLC)
Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur expiration of (i) the maximum offering amount being raised or (ii) 18-months <auto term> from the qualification date of commencement of the Offering if the Minimum Amount of the Offering has not been reached; or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer Minimum Amount of the Offering has been satisfied and the issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statementoffering circular. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Issuer from the Offering and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent FundAmerica Securities at the Bank.
Appears in 1 contract
Escrow Period. The escrow period ("Escrow Period Period") shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier first to occur of the following:
a. : The date upon which subscription amounts for the Minimum Maximum Amount of the Offering required to be sold have been deposited and cleared in the Escrow AccountAccount and/or the Issuer has instructed the closing on those funds. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first or July 27, 2017, unless extended by the Issuer for up to occur of (i) an additional 180 days by written instruction by the maximum offering amount being raised Issuer to the Escrow Agent; or (ii) 18-months from the qualification date or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering StatementCircular. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Hygen Industries, Inc. and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent Jumpstart Securities at the Bank.
Appears in 1 contract
Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow AccountAccount and the Issuer has triggered a closing on those funds. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur of (i) December 31, 2015 if the maximum offering amount being raised or (ii) 18-months from the qualification date Minimum has not been reached; or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer contingency has triggered closing of such funds. Even after been satisfied by the sale of the Minimum of such Securities to investorssuch investors in bona fide transactions that are fully paid for, the Issuer may elect to continue to leave funds as specified in the Escrow Account in order to protect investors as neededoffering documents. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering StatementMemorandum. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Xxxx Motors, Inc. and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent FundAmerica Securities at the Bank.
Appears in 1 contract
Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date December 31, 2016; or;
c. The date upon which a determination is made by Issuer to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge and agree that all funds in excess of $5,000.00 received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.
Appears in 1 contract
Escrow Period. The escrow period ("Escrow Period Period") shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier first to occur of the following:
a. : The date upon which subscription amounts for the Minimum Maximum Amount of the Offering required to be sold have been deposited and cleared in the Escrow AccountAccount and/or the Issuer has instructed the closing on those funds. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first or February __, 2017, unless extended by the Issuer for up to occur of (i) an additional 180 days by written instruction by the maximum offering amount being raised Issuer to the Escrow Agent; or (ii) 18-months from the qualification date or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering StatementCircular. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Hygen Industries, Inc. and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent Jumpstart Securities at the Bank.
Appears in 1 contract
Escrow Period. The Escrow Period shall begin with the commencement of the Offering, which shall be the date the SEC qualifies the Offering Statement on Form 1-A filed by the Qualification Date Issuer, and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the OfferingOffering is received of cleared funds. Even after a partial close for continuous offerings, Escrow shall remain open in order to clear investor funds and to perform other tasks prior to the issuer selling securities to any investor; or
b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date or;
c. The date upon which a determination is made by Issuer and/or their authorized representatives, including any lead broker or placement agent, to terminate the Offering prior to closing. closing (a and b, collectively, the “Escrow Period”) During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds Escrow Amount will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until any Offering contingencies have been met and the Issuer Issuer, with the consent of the Broker, has triggered closing of such fundsinitiated a disbursement request. Even after the a sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge and agree that all funds received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the BankOffering.
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Escrow Period. The Escrow Period shall begin on with the Qualification Date commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur of N/A (i) the maximum offering amount being raised or (ii) 18-months from the qualification date escrow expiration date); or;
c. The date upon which a determination is made by Issuer to terminate subscription amounts for the Minimum Amount of the Offering prior required to closingbe sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities securities to investorsSubscribers, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors Subscribers as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge and agree that all funds received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.
Appears in 1 contract
Samples: Escrow Agreement (Social Investment Holdings, Inc.)
Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Maximum Amount of the Offering required to be sold have been deposited and cleared in the Escrow AccountAccount and/or the Issuer has instructed the closing on those funds. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statementoffering circular. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Med-X, Inc. and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent FundAmerica Securities at the Bank.
Appears in 1 contract
Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Maximum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first [●], as may be extended for up to occur of thirty (i30) days pursuant to written notice from Issuer and Hxxxxxxxx (the maximum offering amount being raised or (ii) 18-months from the qualification date “Minimum Termination Date”); or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities securities to investorsSubscribers, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors Subscribers as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Issuer and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent FundAmerica Securities at the Bank.
Appears in 1 contract
Escrow Period. The Escrow Period shall begin on with the Qualification Date commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following:
a. 1. The date upon which subscription amounts for the Minimum Amount minimum number of the Offering securities required to be sold are sold (the “Minimum”) in bona fide transactions that are fully paid for, which is defined to occur when Escrow Agent has received gross proceeds of at least the Minimum that have been deposited and cleared in the Escrow AccountAccount and the Issuer has triggered a full closing on the Minimum funds. The After the Minimum closing of funds occurs, there may be partial closings for the continuous offering. Even after a partial close, of for continuous offerings, Escrow Account shall remain open pending receipt of Securities in order to meet perform investor AML, to clear investor funds, and to perform other tasks prior to the Maximum Amount of the Offeringissuer selling securities to any investor; or
b. The first to occur of (i) 2. if the maximum offering amount being raised or (ii) 18-months from the qualification date Minimum has not been reached; or;
c. 3. The date upon which a determination is made by Issuer and/or their authorized representatives, including any lead broker or placement agent, to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer contingency has triggered closing been satisfied by the sale of the Minimum of such fundsSecurities to such investors in bona fide transactions that are fully paid for, as specified in the offering documents. Even after the a sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering StatementOffering. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge FOTV Media Networks Inc. and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent at the BankAgent.
Appears in 1 contract
Samples: Escrow Services Agreement (FOTV Media Networks Inc.)
Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur expiration of (i) the maximum offering amount being raised or (ii) 18-6 months from the qualification date of commencement of the Offering if the Minimum Amount of the Offering has not been reached; or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer Minimum Amount of the Offering has been satisfied and the issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statementoffering circular. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Issuer from the Offering and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent Jumpstart Securities at the Bank.
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Samples: Escrow Services Agreement (Golden Pacific Homes, LLC)
Escrow Period. Portal shall notify Escrow Agent with the date of the commencement of the Offering (the “Effective Date”). The Escrow Period shall begin on the Qualification Effective Date and shall terminate in whole or in part upon the earlier to occur of the following:following (“Escrow Period”):
a. The date upon which subscription amounts for the Minimum Maximum Amount of the Offering required to be sold have been deposited and cleared in the Escrow AccountAccount and the Portal has instructed the closing on those funds. The Escrow Account shall remain open pending receipt of Securities subscriptions and cleared funds to meet the Maximum Amount of the Offering; or, but in no case less than 21 days after the Effective Date (the “Minimum Offering Period”);
b. The first to occur of (i) [END DATE OF CAMPAIGN] unless the maximum offering amount being raised or (ii) 18-months Offering period is extended by instruction from the qualification date orPortal to the Escrow Agent subject to compliance with Rule 304 of Regulation Crowdfunding;
c. The date upon which a determination is made by Issuer to terminate the Offering prior to closing; or
d. Escrow Agent’s exercise of the termination rights specified in Section 15. During the Escrow Period, the parties Parties agree that (i) Escrow Account and escrowed funds Escrow Funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer Portal has triggered closing of such funds. Even after the sale of Securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent the Parties acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents and Portal represent that no funds have yet been raised for in the Issuer. The parties acknowledge Offering and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be immediately deposited in the Escrow Account established by the Escrow Agent at the BankAccount. Portal shall under no circumstances hold, manage, possess, or otherwise handle Subscriber’s funds or Securities.
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Samples: Escrow Services Agreement (Red Mountain Ventures Limited Partnership)
Escrow Period. The Escrow Period shall begin on with the Qualification Date commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following:
a. [ ], the date which is twelve months from date of qualification of this Offering by the Securities and Exchange Commission; or
b. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the OfferingOffering is sold in bonafide transactions fully paid for with cleared funds; or
b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date or;
c. The date upon which a determination is made by Issuer and/or their authorized representatives, including any lead broker or placement agent, to terminate the Offering prior to closing; or
d. Escrow Agent’s exercise of the termination rights specified in Section 9. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) Subscribers until the Escrow Agent receives instructions from the Issuer is not entitled to any transfer funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities to investors, the Issuer may elect to continue to leave funds held in the Escrow Account in order to protect investors as neededaccordance with the terms of this Agreement. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statementoffering documents. Issuer represents that as of the date hereof no funds have yet been raised for the Issuer. The parties acknowledge Offering and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by Escrow Agent. Notwithstanding anything to the contrary herein, Escrow Agent shall have the right to continue to hold escrowed funds in the Escrow Account despite a transfer request by the Issuer in order to protect investors as needed. Without limiting the generality of the foregoing, the need to hold funds for investor protection may arise in instances where Escrow Agent at becomes aware of potential for fraud, regulatory action or other situation where the Bankrelease of funds would result in investor harm.
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Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first [●], as may be extended for up to occur of thirty (i30) days pursuant to written notice from Issuer and Hxxxxxxxx (the maximum offering amount being raised or (ii) 18-months from the qualification date “Minimum Termination Date”); or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Issuer and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent FundAmerica Securities at the Bank.
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Samples: Escrow Services Agreement (BeautyKind Holdings, Inc.)
Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date or;
c. The date upon which a determination is made by Issuer to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge and agree that all funds received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.. {00000000.2 }
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Escrow Period. The Escrow Period shall begin on with the Qualification Date commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the minimum number of securities required to be sold are sold (the “Minimum”) in bona fide transactions that are fully paid for, which is defined to occur when Escrow Agent has received gross proceeds of at least Minimum Amount of the Offering required to be sold that have been deposited and cleared in the Escrow AccountAccount and the issuer has triggered a partial or full closing on those funds. The Even after a partial close, of for continuous offerings, Escrow Account shall remain open pending receipt of Securities in order to meet perform investor AML, to clear investor funds, and to perform other tasks prior to the Maximum Amount of the Offeringissuer selling securities to any investor; or
b. The first to occur of (i) January 12, 2018 if the maximum offering amount being raised or (ii) 18-months from the qualification date Minimum has not been reached; or;
c. The date upon which a determination is made by Issuer and/or their authorized representatives, including any lead broker or placement agent, to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer contingency has triggered closing been satisfied by the sale of the Minimum of such fundsSecurities to such investors in bona fide transactions that are fully paid for, in accordance with Regulation D and as specified in the offering documents. Even after the a sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering StatementMemorandum. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Sagoon Inc. and agree that all funds received by the Escrow Agent from a Subscriber in the Offering to be raised for Sagoon Inc. will be deposited in the Escrow Account established by the Escrow Agent at the BankAgent.
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Escrow Period. The Escrow Period shall begin on the Qualification Commencement Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for Aspen REIT and Maxim have notified the Minimum Amount Escrow Agent that all Securities have been sold and the Offering Proceeds which are to be held in the Escrow Account have been transmitted to the Escrow Account, in which case the Escrow Period shall terminate upon disbursement of the Offering required to be sold have been deposited and cleared in Proceeds by the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the OfferingAgent as provided in this Agreement; or
b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date or;
c. The date upon which a determination is made by Issuer Aspen REIT and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds Offering Proceeds will be held for the benefit of the Subscribers, and that (ii) the Issuer Aspen REIT is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer Aspen REIT or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer Aspen REIT or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors Offering as neededoccurred. In addition, Issuer Aspen REIT and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the aggregate Offering permitted by the Offering StatementProceeds. Issuer Aspen REIT represents that no funds have yet been raised for the Issuer. The parties acknowledge Offering and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.
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Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Maximum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first [●], as may be extended for up to occur of thirty (i30) days pursuant to written notice from Issuer and WRH+Co (the maximum offering amount being raised or (ii) 18-months from the qualification date “Minimum Termination Date”); or;
c. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities securities to investorsSubscribers, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors Subscribers as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Issuer and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent JumpStart Securities at the Bank.
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Escrow Period. The Escrow Period shall begin on with the Qualification Date commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the minimum number of securities required to be sold are sold (the “Minimum”) in bona fide transactions that are fully paid for, which is defined to occur when Escrow Agent has received gross proceeds of at least Minimum Amount of the Offering required to be sold that have been deposited and cleared in the Escrow AccountAccount and the issuer has triggered a partial or full closing on those funds. The Even after a partial close, of for continuous offerings, Escrow Account shall remain open pending receipt of Securities in order to meet perform investor AML, to clear investor funds, and to perform other tasks prior to the Maximum Amount of the Offeringissuer selling securities to any investor; or
b. The first to occur of (i) November 20, 2017 if the maximum offering amount being raised or (ii) 18-months from the qualification date Minimum has not been reached; or;
c. The date upon which a determination is made by Issuer and/or their authorized representatives, including any lead broker or placement agent, to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer contingency has triggered closing been satisfied by the sale of the Minimum of such fundsSecurities to such investors in bona fide transactions that are fully paid for, in accordance with Regulation D and as specified in the offering documents. Even after the a sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering StatementMemorandum. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Rayton Solar, Inc. and agree that all funds received by the Escrow Agent from a Subscriber in the Offering to be raised for Rayton Solar, Inc. will be deposited in the Escrow Account established by the Escrow Agent at the BankAgent.
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Escrow Period. The escrow period (“Escrow Period Period”) shall begin with the commencement of the Offering, which shall not occur prior to SEC qualification of the Issuer’s offering circular on the Qualification Date Form 1-A, as amended, and shall terminate be held in whole or in part the Escrow Account for the benefit of Subscribers, upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required is received, in bona fide transactions that are fully paid for with cleared funds, which is defined to be sold occur when Escrow Agent has received gross proceeds of at least Minimum Offering Amount that have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet and the Maximum Amount of the OfferingIssuer has instructed a partial or full closing on those funds.; or
b. The first to occur termination date of (i) the maximum Offering as set forth in the Issuer’s offering amount being raised or (ii) 18circular on Form 1-months from the qualification date A, as amended; or;
c. The date upon which a determination is made by Issuer and/or their authorized representatives, to terminate the Offering prior to closingOffering; or.
d. Escrow Agent’s exercise of the termination rights specified in Section 8. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrowthe Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer contingency has triggered closing of such funds. Even after been satisfied by the sale of Securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Minimum Amount of the Offering permitted by the Offering Statement. Issuer represents to such investors in bona fide transactions that no funds have yet been raised for the Issuer. The parties acknowledge are fully paid and agree that all funds received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bankcleared.
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Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. A. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur B. February 11, 2017 if the Minimum Amount of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date Offering has not been reached; or;
c. C. The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer Minimum Amount of the Offering has been satisfied and the issuer has triggered closing of such funds. Even after the sale of Securities securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statementoffering circular. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge Issuer from the Offering and agree that all funds received by the Escrow Agent from a Subscriber in to be raised for the Offering will be deposited in the Escrow Account established by the Escrow Agent Jumpstart Securities at the Bank.
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