Common use of Completion of Minimum Offering Clause in Contracts

Completion of Minimum Offering. Subject to the provisions of Section 5 hereof, Escrow Holder shall pay to Company the liquidated value of the funds held in Escrow, by certified or bank check or by wire transfer, no later than one (1) business day following receipt of documents substantially in compliance with the following: (1) a written notification (a "Minimum Offering Notice"), signed by Placement Agents, which shall specify that subscriptions for at least $4,000,000 in Units (the "Minimum Subscriptions") have been received; that, to the best of Placement Agent's knowledge after due inquiry and review of its records, wire transfers or federal funds checks in full payment for that number of Units equal to or greater than the Minimum Subscriptions have been received, deposited with and collected by Escrow Holder; and that such subscriptions have not been rejected or otherwise terminated; (2) an accounting of all subscriptions for Units received and accepted by Company as of the date of the Minimum Offering Notice, substantiating the sale of the Minimum Subscriptions and indicating for each subscription the Subscriber's name, the number and total purchase price of subscribed Units, the date of receipt by Company of the subscription documents and subscriptions funds, and any rejection of such subscription by Company, or other termination, for whatever reason, of such subscription. (3) an opinion of counsel address to Escrow Holder that (a) the Registration Statement has been declared effective under the Securities Act of 1933, and (b) to the best of its knowledge, no stop order has been issued or threatened to be issued by the SEC or any other federal or state regulatory authority in connection with the Registration Statement or the offering of Units pursuant thereto; and (4) Such other certificates, notices or other documents as Escrow Holder shall reasonably require. Notwithstanding the foregoing, Escrow Holder shall not be obligated to disburse funds from Escrow to Company if Escrow Holder has grounds to believe that (a) checks in full payment for that number of Units equal to or greater than the Minimum Subscriptions have not been received, deposited with and collected by the Escrow Holder, or (b) any of the certifications and opinions provided pursuant to this Section 5(a) are incorrect or incomplete. After the initial disbursement of funds from Escrow to Company pursuant to this Section 5(a), Escrow Holder shall pay to Company any additional funds received with respect to the Units, by certified or bank check or wire transfer, no later than one (1) business day after receipt.