Establishment of the Escrow Account. 2.1 The Issuer shall establish a non-interest-bearing Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, and (c) the disbursement of collected funds, all as described herein. 2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification. 2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or business days as set forth in the Registration Statement. The Offering Period shall be extended by an extension period only if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension period, is referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
Appears in 9 contracts
Samples: Escrow Agreement (Gemini Partners Inc), Escrow Agreement (American Corp), Escrow Agreement (American Corp)
Establishment of the Escrow Account. 2.1 The Issuer shall establish a non-interest-bearing Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash checks or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, and (c) the disbursement of collected funds, all as described herein.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or business days as set forth in the Registration Statement. The Offering Period shall be extended by an extension period only if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension period, is referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
Appears in 5 contracts
Samples: Escrow Agreement (Descorp Inc), Escrow Agreement (Descorp Inc), Escrow Agreement (M.E.R. Corp)
Establishment of the Escrow Account. 2.1 The Issuer shall initially establish a non-interest-interest bearing Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash checks or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, ; and (c) the disbursement of collected funds, all as described herein. The Escrow Agent will hold all monies and other property in the Escrow Account free from any lien, claim or offset, except as set forth herein, and such monies and other property shall not become the property of the Company, nor subject to the debts thereof, unless the conditions set forth in these instructions to disbursement of such monies to the Company have been fully satisfied.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist be for a period of the number of calendar days or business days as set forth in the Registration Statementup to 180 days. The Offering Period shall be extended by an extension period only less than 180 days if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration Issuer sells all Securities for a total consideration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement$119,000. The last day of the Offering Period, which is either 180 days from the Effective Date or the last day date on which the Issuer sells all Securities for a total consideration of the extension period$119,000, whichever occurs first, is also referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
2.4 If the Escrow Account remains open following the Termination Date in accordance with Article 4 below, the Fund (as defined in Section 3.5 below) shall be placed in a money market investment account bearing interest at the Escrow Agent's then applicable rate; provided, however, that no interest shall accrue until the Escrow Agent has received an IRS Form W-9 completed and executed by the Company.
Appears in 4 contracts
Samples: Escrow Agreement (SRKP 3, Inc), Escrow Agreement (SRKP 1 Inc), Escrow Agreement (SRKP 2 Inc)
Establishment of the Escrow Account. 2.1 The Issuer Escrow Agent shall establish a non-interest-bearing bank account at the branch of the Escrow Account at Agent selected by the Escrow Agent, and bearing the title set forth on the Information Sheet (the “Escrow Account”). The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash or wire transfers) Subscription Funds which are received by the Issuer Escrow Agent by check or wire transfer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; Securities, (b) the holding of amounts of subscription funds Subscription Funds which are collected through the banking system, system and (c) the disbursement of collected fundsSubscription Funds, all as described herein.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer Investor Agent shall notify the Escrow Agent in writing of the effective date of the commencement of the Offering (the "“Effective Date") of the Registration Statement”), and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (the "“Offering Period"), ,” which shall be deemed to commence on the Effective Date, shall consist of continue until the number of calendar days or business days as date set forth in on the Registration StatementInformation Sheet. The Offering Period shall be extended by the written agreement of Ever Leader, the Company and the Investor Agent (an extension period “Extension Period”) only if the Escrow Agent shall have received written notice thereof at least five business days signed by Ever Leader, the Company and the Investor Agent prior to the expiration of the Offering Period. The extension periodExtension Period, which shall be deemed to commence on the next calendar day following the expiration of the Offering Period, shall consist of expire on the number of calendar days or business days date set forth in on the Registration StatementInformation Sheet. The last day of the Offering Period, or the last day of the extension periodExtension Period (if the Escrow Agent has received written notice thereof as herein above provided), is referred to herein as the "“Termination Date." ”. Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, accept any additional amounts representing payments by prospective purchasers.
Appears in 1 contract
Samples: Escrow Agreement (Applied Spectrum Technologies Inc)
Establishment of the Escrow Account. 2.1 2.1. The Issuer shall initially establish a non-interest-interest bearing the Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash checks or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, ; and (c) the disbursement disbursement- of collected funds, all as described herein. The Escrow Agent will hold all monies and other property in the Escrow Account free from any lien, claim or offset, except as set forth herein, and such monies and other property shall not become the property of the Company, nor subject to the debts thereof, unless the conditions set forth in these instructions to disbursement of such monies to the Company have been fully satisfied.
2.2 2.2. On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 2.3. The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist be for a period of the number of calendar days or business days as set forth in the Registration Statementup to 180 days. The Offering Period shall be extended by an extension period only less than 180 days if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration Issuer sells all Securities for a total consideration of the Offering Period. The extension period$500,000, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension periodwhichever occurs first, is also referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchaserspurchases.
2.4. If the Escrow Account remains open following the Termination Date in accordance with Article 4 below, the Fund (as defined in Section 3.5 below) shall be placed in a money market investment account bearing interest at the Escrow Agent's then applicable rate; provided, however, that no interest shall accrue until the Escrow Agent has received an IRS Form W-9 completed and executed by the Company.
Appears in 1 contract
Establishment of the Escrow Account. 2.1 The Issuer shall establish a non-interest-bearing Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash checks or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow AgentEscrowAgent; (b) the holding of amounts of subscription funds which are collected through the banking system, and (c) the disbursement of collected funds, all as described herein.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.. EXHIBIT 10.1 - continued
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or business days as set forth in the Registration Statement. The Offering Period shall be extended by an extension period only if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension period, is referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
Appears in 1 contract
Samples: Escrow Agreement (Winmark, Inc.)
Establishment of the Escrow Account. 2.1 The Issuer shall establish a non-interest-bearing Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash checks or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow AgentEscrowAgent; (b) the holding of amounts of subscription funds which are collected through the banking system, and (c) the disbursement of collected funds, all as described herein.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.. Escrow Agreement - Continued
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or business days as set forth in the Registration Statement. The Offering Period shall be extended by an extension period only if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension period, is referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
Appears in 1 contract
Samples: Escrow Agreement (Winmark, Inc.)
Establishment of the Escrow Account. 2.1 The Issuer Escrow Agent shall establish a non--an interest-bearing bank account, until such time as the Initial Closing Conditions have been satisfied, at the branch of the Escrow Account at Agent selected by the Escrow Agent, and bearing the title set forth on the Information Sheet (the “Escrow Account”). The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash or wire transfers) Subscription Funds which are received by the Issuer Escrow Agent by wire transfer or check from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; Securities, (b) the holding of amounts of subscription funds Subscription Funds which are collected through the banking system, system and (c) the disbursement of collected fundsSubscription Funds, all as described herein.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer Investor Agent shall notify the Escrow Agent in writing of the effective date of the commencement of the Offering (the "“Effective Date") of the Registration Statement”), and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (the "“Offering Period"), ,” which shall be deemed to commence on the Effective Date, shall consist of continue until the number of calendar days or business days as date set forth in on the Registration StatementInformation Sheet. The Offering Period shall be extended by the written agreement of the Company and the Investor Agent (an extension period “Extension Period”) only if the Escrow Agent shall have received written notice thereof at least five business days signed by the Company and the Investor Agent prior to the expiration of the Offering Period. The extension periodExtension Period, which shall be deemed to commence on the next calendar day following the expiration of the Offering Period, shall consist of expire on the number of calendar days or business days date set forth in on the Registration StatementInformation Sheet. The last day of the Offering Period, or the last day of the extension periodExtension Period (if the Escrow Agent has received written notice thereof as herein above provided), is referred to herein as the "“Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, accept any additional amounts representing payments by prospective purchasers.
Appears in 1 contract
Establishment of the Escrow Account. 2.1 The Issuer shall establish a non-interest-bearing Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash drafts or wire transfersmoney orders ) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, (c) the holding of securities issued in connection with the offering, and (cd) the disbursement of collected fundsfunds and securities, all as described herein.. ESTABLISHMENT OF THE ESCROW ACCOUNT - continued
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or business days as set forth in the Registration Statement. The Offering Period shall be extended by an extension period only if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension period, is referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
Appears in 1 contract
Samples: Escrow Agreement (Winmark, Inc.)
Establishment of the Escrow Account. 2.1 The Issuer Escrow Agent shall establish a non-interest-bearing Escrow Account bank account at an FDIC insured financial institution located in the State of Florida selected by the Escrow Agent, and bearing the designation set forth on the Information Sheet (heretofore defined as the “Bank Account” or “Escrow Account”). The purpose of the Escrow Bank Account is for (a) the deposit of all subscription funds monies (checks, cash or wire transfers) which are received by the Issuer Escrow Agent from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; Securities, (b) the holding of amounts of subscription funds monies which are collected through the banking system, and (c) the disbursement of collected fundsfund s , all as described herein.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration StatementStatement (The “Effective Date”), and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or business days as set forth in on the Registration Statementinformation Sheet. The Offering Period shall be extended by an extension period Extension Period only if the Escrow Agent shall have received written notice thereof at least five (5) business days prior to the expiration of the Offering Period. The extension periodExtension Period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in on the Registration Statementinformation Sheet. The last day of the Offering Period, or the last day of the extension periodExtension Period (if the Escrow Agent has received written notice thereof as hereinabove provided), is referred to herein as the "“Termination Date." ”. Except as provided in Section 4.3 hereof, after the Termination Date, Date the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
Appears in 1 contract
Establishment of the Escrow Account. 2.1 The Issuer shall initially establish a non-interest-interest bearing Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash checks or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, ; and (c) the disbursement of collected funds, all as described herein. The Escrow Agent will hold all monies and other property in the Escrow Account free from any lien, claim or offset, except as set forth herein, and such monies and other property shall not become the property of the Company, nor subject to the debts thereof, unless the conditions set forth in these instructions to disbursement of such monies to the Company have been fully satisfied.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist be for a period of the number of calendar days or business days as set forth in the Registration Statementup to 180 days. The Offering Period shall be extended by an extension period only less than 180 days if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration Issuer sells all Securities for a total consideration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement$75,000. The last day of the Offering Period, which is either 180 days from the Effective Date or the last day date on which the Issuer sells all Securities for a total consideration of the extension period$75,000, whichever occurs first, is also referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
2.4 If the Escrow Account remains open following the Termination Date in accordance with Article 4 below, the Fund (as defined in Section 3.5 below) shall be placed in a money market investment account bearing interest at the Escrow Agent's then applicable rate; provided, however, that no interest shall accrue until the Escrow Agent has received an IRS Form W-9 completed and executed by the Company.
Appears in 1 contract
Samples: Escrow Agreement (Rokwader, Inc.)
Establishment of the Escrow Account. 2.1 The Issuer shall establish a non-interest-bearing Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash checks or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, and (c) the deposit of all Securities to be issued by the Issuer to the prospective purchasersand (d) the disbursement of collected funds, all as described herein.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or business days as set forth in the Registration Statement. The Offering Period shall be extended by an extension period only if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension period, is referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
Appears in 1 contract
Samples: Escrow Agreement (M.E.R. Corp)
Establishment of the Escrow Account. 2.1 The Issuer parties hereto shall establish a non-interest-bearing Escrow Account an escrow account at the branch of the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, and bearing the designation set forth on the Information Sheet (c) the disbursement of collected funds, all as described herein"ESCROW ACCOUNT").
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer Best Efforts Underwriter shall notify the Escrow Agent in writing of the effective commencement date (the "Effective Date") of the Registration Statement, and the Offering Period. The Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (Offering Period shall continue through the "Offering Period"), which shall be deemed to commence date set forth on the Effective Date, shall consist of the number of calendar days or business days as set forth in the Registration StatementInformation Sheet. The Offering Period shall be extended by an extension period Extension Period only if the Escrow Agent shall have received written notice thereof at least five two (2) business days prior to the expiration of the Offering Period, signed by both the Issuer and the Best Efforts Underwriter. The extension periodExtension Period, which shall be deemed to commence on the next calendar day following the expiration of the Offering Period, shall consist of continue through the number of calendar days or business days date set forth in on the Registration StatementInformation Sheet. The last day of the Offering Period, or the last day of the extension periodExtension Period (if the Escrow Agent has received written notice thereof as hereinabove provided), is referred to herein as the "Termination DateTERMINATION DATE." Except as provided in Section 4.3 hereof, after the Termination Date, neither the Best Efforts Underwriter nor the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
Appears in 1 contract
Establishment of the Escrow Account. 2.1 The Issuer shall establish a non-interest-bearing Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash checks or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow AgentEscrowAgent; (b) the holding of amounts of subscription funds which are collected through the banking system, and (c) the disbursement of collected funds, all as described herein.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the ESTABLISHMENT OF THE ESCROW ACCOUNT - continued Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or business days as set forth in the Registration Statement. The Offering Period shall be extended by an extension period only if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension period, is referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
Appears in 1 contract
Samples: Escrow Agreement (Winmark, Inc.)
Establishment of the Escrow Account. 2.1 2.1. The Issuer shall initially establish a non-interest-bearing an Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash or wire transfers) stock certificates representing Securities which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow AgentAgent (the "Certificates"); (b) the holding of amounts of subscription funds which are collected through the banking system, such Certificates; and (c) the disbursement distribution and delivery of collected fundsCertificates, all as described herein. The Escrow Agent will hold all Certificates and other property in the Escrow Account free from any lien, claim or offset, except as set forth herein, and such Certificates and other property shall not become the property of the Company or any other person, nor subject to the debts thereof, unless the conditions set forth in these instructions to distribution of such Certificates to the subscribers of the Securities have been fully satisfied.
2.2 2.2. On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit Certificates to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 2.3. The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist be for a period of the number of calendar days or business days as set forth in the Registration Statementup to 180 days. The Offering Period shall be extended by an extension period only less than 180 days if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration Issuer sells all Securities for a total consideration of the Offering Period. The extension period$75,000, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension periodwhichever occurs first, is also referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts Certificates representing payments Securities issued by the Issuer to prospective purchasers.
2.4. If the Escrow Account remains open following the Termination Date in accordance with Article 4 below, the Certificates shall remain in the Escrow Account and shall be distributed only pursuant to the terms of this Agreement.
Appears in 1 contract
Establishment of the Escrow Account. 2.1 2.1. The Issuer shall initially establish a non-interest-interest bearing the Escrow Account at the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash checks or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, ; and (c) the disbursement disbursement- of collected funds, all as described herein. The Escrow Agent will hold all monies and other property in the Escrow Account free from any lien, claim or offset, except as set forth herein, and such monies and other property shall not become the property of the Company, nor subject to the debts thereof, unless the conditions set forth in these instructions to disbursement of such monies to the Company have been fully satisfied.
2.2 2.2. On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date (the "Effective Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notification.
2.3 2.3. The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Date, shall consist be for a period of the number of calendar days or business days as set forth in the Registration Statementup to 180 days. The Offering Period shall be extended by an extension period only less than 180 days if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration Issuer sells all Securities for a total consideration of the Offering Period. The extension period$75,000, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension periodwhichever occurs first, is also referred to herein as the "Termination Date." Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchaserspurchases.
2.4. If the Escrow Account remains open following the Termination Date in accordance with Article 4 below, the Fund (as defined in Section 3.5 below) shall be placed in a money market investment account bearing interest at the Escrow Agent's then applicable rate; provided, however, that no interest shall accrue until the Escrow Agent has received an IRS Form W-9 completed and executed by the Company.
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Establishment of the Escrow Account. 2.1 The Issuer shall establish a non-interest-bearing Escrow Account at maintained by the Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash drafts or wire transfersmoney orders ) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, (c) the holding of securities issued in connection with the offering, and (cd) the disbursement of collected fundsfunds and securities, all as described herein.
2.2 On or before the date of the initial deposit in the Escrow Account pursuant to this Agreement, the The Issuer shall notify has notified the Escrow Agent in writing of the effective date (the "“Effective Date"”) of the Registration Statement, and the Escrow Agent shall not date when the business combination must be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notificationcompleted, namely April 26, 2009.
2.3 The offering period (the "“Offering Period"”), which shall be deemed to commence commenced on October 26, 2007 (the “Effective Date”), shall consist of the number of calendar days or business days as set forth in the Registration Statementend on April 23, 2008. The Offering Period shall be extended by an extension period only if the Escrow Agent shall have received written notice thereof at least five business days prior to the expiration of the Offering Period. The extension period, which shall be deemed to commence the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in the Registration Statement. The last day of the Offering Period, or the last day of the extension period, is referred to herein as the "“Termination Date." ” Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
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Establishment of the Escrow Account. 2.1 The Issuer Escrow Agent shall establish a non-interest-bearing Escrow Account escrow account at the bank and bearing the designation set forth on the Information Sheet (the "Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all subscription funds (checks, cash or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds which are collected through the banking system, and (c) the disbursement of collected funds, all as described hereinAccount").
2.2 On or before The Parties by their signature hereto have notified the Escrow Agent that the commencement date of the initial deposit in the Escrow Account pursuant to this Agreement, the Issuer shall notify the Escrow Agent in writing of the effective date Offering Period (the "Effective Commencement Date") of the Registration Statement, and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Escrow Account prior to its receipt of such notificationis ___________________________.
2.3 The offering period (the "Offering Period"), which shall be deemed to commence on the Effective Commencement Date, shall consist of the number of calendar days or business days as set forth in on the Registration StatementInformation Sheet. The Offering Period shall be extended by an extension period Extension Period only if the Escrow Agent shall have received written notice thereof at least five one (1) business days day prior to the expiration of the Offering Period. The extension periodExtension Period, which shall be deemed to commence on the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth in on the Registration StatementInformation Sheet. The last day of the 5 Offering Period, or the last day of the extension periodExtension Period (if the Escrow Agent has received written notice thereof as hereinafter provided), is referred to herein as the "Termination Date." ". Except as provided in Section Subsection 4.3 hereof, after the Termination Date, Date the Issuer Parties shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers. All notices to the Escrow Agent shall be signed by an authorized representative of the Parties (other than the Escrow Agent).
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Samples: Underwriter's Warrant Agreement (Homeowners Financial Corp)