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
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.
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.