Cal. Code Regs. Tit. 10, § 260.141.24 - Release of Impounds

Current through Register 2022 Notice Reg. No. 16, April 25, 2022

(a) The Commissioner will authorize the depositary to release the impounds to the issuer when the full amount of impounds specified in the impound condition has been deposited with the depositary, and any other conditions to such release have been satisfied, unless there have been changes in the plan of operation or in other circumstances that would render that amount of impounds inadequate to finance the proposed plan of operations, or circumstances have changed so that the Commissioner could no longer find that the sale of the securities is fair, just and equitable.
(b) An application for an order of the Commissioner authorizing the release of impounds to the issuer shall be signed and verified in accordance with Sections 260.110.2 and 250.14 of these rules and shall contain the following:
(1) A statement of the issuer that all required proceeds from the sale of securities have been placed with the depositary in accordance with the terms and conditions of the impound condition and that there have been no changes in the plan of operation or in other circumstances that would render the amount of the impounds inadequate to finance the proposed plan of operation.
(2) A statement of the depositary signed by an appropriate officer setting forth the aggregate amount of impounds placed with the depositary.
(3) A statement of the issuer that the required proceeds are represented by unconditional subscription agreements which are not loans and are not subject to rescission or rejection by the issuer or the subscriber.
(4) Such other information as the Commissioner may require in a particular case. For example, if the issuer has engaged in the conduct of business, the Commissioner may require a statement prepared in accordance with Section 260.613 of these rules together with a statement of all significant liabilities, including contingent liabilities, which the issuer has incurred since the date of the financial statements; if the issuer has not been engaged in the conduct of business, the Commissioner may require a statement to that effect and setting forth all the liabilities, including contingent liabilities, which the issuer has incurred prior to the filing of the application for release of impounded funds.
(c) The issuer should allow sufficient time for the Commissioner to conduct an examination of the impounds.
(d) In unusual cases a partial release or modification of impounds may be approved based upon the individual circumstances with the consent of the subscribers. An application for a partial release or modification of the impound should be filed as an amendment in accordance with Section 260.110.4 of these rules and should indicate the manner by which the approval of the subscribers will be solicited.

Notes

Cal. Code Regs. Tit. 10, § 260.141.24

Note: Authority cited: Section 25610, Corporations Code. Reference: Section 25141, Corporations Code.

1. Amendment filed 6-12-80; effective thirtieth day thereafter (Register 80, No. 24).

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