Common use of The Reconfirmation Offering Clause in Contracts

The Reconfirmation Offering. The reconfirmation offer must commence within five business days after the effective date of the post-effective amendment and must include the following conditions: (i) the prospectus contained in the post-effective amendment will be sent to each Subscriber within five business days after the effective date of the post-effective amendment; (ii) each Subscriber will have no fewer than 20, and no more than 45, business days from the effective date of the post-effective amendment to notify the Company in writing that he elects to remain a Subscriber; (iii) if the Company does not receive written notification from any Subscriber within 45 business days following the effective date, the Subscriber's escrowed securities will be returned to the Company and the Subscriber's escrowed funds to the Subscriber; (iv) unless Subscribers representing 80% of the maximum offering proceeds elect to remain Subscribers, the acquisition of the target business would be prevented, deposited securities held in escrow will be returned to the Company and the escrowed funds, plus interest, to the Subscribers; and (v) if a consummated acquisition has not occurred within 18 months from the date of this prospectus, the deposited securities held in the escrow account will be returned to the Company and the escrowed funds, plus interest, to the Subscribers. The Shares may be released to Subscribers after the escrow agent has received a signed representation from the Company and any other evidence acceptable by the escrow agent that: (i) the Company has executed an agreement for the acquisition of a business for which the fair market value of the business represents at least 80% of the maximum offering proceeds and the Company has filed the required post-effective amendment; (ii) the completion of a transaction or series of transactions whereby at least 50% of the gross offering proceeds have been committed to a specific line of business as defined in the Colorado Securities Act and regulations; (iii) the expiration of nine (9) days after the receipt by the Colorado Commissioner of Securities of a notice of the proposed release of funds or authorization of the Commissioner of any earlier release; (iv) the post-effective amendment has been declared effective; (v) the reconfirmation offer has been completed; (vi) the Company has satisfied all of the prescribed conditions of the reconfirmation offer; and (vii) the acquisition of the business or net assets with the fair value of at least 80% of the maximum proceeds has been consummated.

The Reconfirmation Offering. The reconfirmation offer must commence within five business days after the effective date of the post-effective amendment and must include the following conditions: (i) the prospectus contained in the post-effective amendment will be sent to each Subscriber within five business days after the effective date of the post-effective amendment; (ii) each Subscriber will have no fewer than 20, and no more than 45, business days from the effective date of the post-effective amendment to notify the Company in writing that he elects to remain a Subscriber; (iii) if the Company does not receive written notification from any Subscriber within 45 business days following the effective date, the Subscriber's escrowed securities will be returned to the Company and the Subscriber's escrowed funds to the Subscriber; (iv) unless Subscribers representing 80% of the maximum offering proceeds elect to remain Subscribers, the acquisition of the target business would be prevented, deposited securities held in escrow will be returned to the Company and the escrowed funds, plus interest, to the Subscribers; and (v) if a consummated acquisition has not occurred within 18 months from the date of this prospectus, the deposited securities held in the escrow account will be returned to the Company and the escrowed funds, plus interest, to the Subscribers. The Shares may be released to Subscribers after the escrow agent has received a signed representation from the Company and any other evidence acceptable by the escrow agent that: (i) the Company has executed an agreement for the acquisition of a business for which the fair market value of the business represents at least 80% of the maximum offering proceeds and the Company has filed the required post-effective amendment; (ii) the completion of a transaction or series of transactions whereby at least 50% of the gross offering proceeds have been committed to a specific line of business as defined in the Colorado Securities Act and regulations; (iii) the expiration of nine (9) days after the receipt by the Colorado Commissioner of Securities of a notice of the proposed release of funds or authorization of the Commissioner of any earlier release; (iv) the post-effective amendment has been declared effective; (viii) the reconfirmation offer has been completed; (viiv) the Company has satisfied all of the prescribed conditions of the reconfirmation offer; and (viiv) the acquisition of the business or net assets with the fair value of at least 80% of the maximum proceeds has been consummated.