Form SFN51951 (S-9) "Impoundment Agreement" - North Dakota

What Is Form SFN51951 (S-9)?

This is a legal form that was released by the North Dakota Securities Department - a government authority operating within North Dakota. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on October 1, 2014;
  • The latest edition provided by the North Dakota Securities Department;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form SFN51951 (S-9) by clicking the link below or browse more documents and templates provided by the North Dakota Securities Department.

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Download Form SFN51951 (S-9) "Impoundment Agreement" - North Dakota

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FORM S - 9
IMPOUNDMENT AGREEMENT
Securities Department
NORTH DAKOTA SECURITIES DEPARTMENT
600 E Boulevard Ave Dept 414
SFN 51951 (10-2014)
Bismarck ND 58505
(701) 328-2910
www.nd.gov/securities
THE IMPOUNDING OF THE PROCEEDS FROM THE SALE OF A SECURITY PURSUANT
TO CHAPTER 10-04 OF THE NORTH DAKOTA CENTURY CODE
Date Impoundment Agreement is Entered Into by the Issuer and a Financial Institution
Name of Issuer
Located At
Name of Impoundment Agent (a financial institution)
Principal Office Located At
WITNESS THAT:
WHEREAS, said Issuer proposes to issue to the residents of the State of North Dakota
at an offering price of $
per
; and
WHEREAS, as a condition of such offering the North Dakota Securities Commissioner (hereinafter
called the Commissioner) requires that the Issuer provide for the impoundment of
$
to be received from such offering of securities; and
WHEREAS, the Issuer and the Impoundment Agent desire to enter into an agreement with respect
to the said impoundment of proceeds;
NOW THEREFORE, in consideration of the premises and agreements set forth herein, the parties
agree as follows:
1. All proceeds received from the sale of the securities subject to this Impoundment Agreement shall
be promptly delivered to the Impoundment Agent for deposit in an escrow account. During the
term of this Impoundment Agreement, the Issuer shall cause all checks received by them, in
payment of such securities, to be payable to the Impoundment Agent.
2.
The Issuer shall furnish the Impoundment Agent simultaneously with each deposit the names,
addresses, and respective amounts paid by each subscriber whose funds comprise each deposit.
The Impoundment Agent shall issue a report to the Issuer upon the close of each three month
period commencing with the date of the Impoundment Agreement, showing the total amount on
deposit in the escrow account at the end of each such period.
3. The Impoundment Agent shall accept said deposits upon the terms set forth herein and shall treat
the funds so deposited as funds in escrow. All proceeds so deposited shall remain the property
of the subscribers and shall not be subject to any liens or charges by the Impoundment Agent or
judgments or creditors' claims against the Issuer until released to the Issuer as hereinafter
provided.
FORM S - 9
IMPOUNDMENT AGREEMENT
Securities Department
NORTH DAKOTA SECURITIES DEPARTMENT
600 E Boulevard Ave Dept 414
SFN 51951 (10-2014)
Bismarck ND 58505
(701) 328-2910
www.nd.gov/securities
THE IMPOUNDING OF THE PROCEEDS FROM THE SALE OF A SECURITY PURSUANT
TO CHAPTER 10-04 OF THE NORTH DAKOTA CENTURY CODE
Date Impoundment Agreement is Entered Into by the Issuer and a Financial Institution
Name of Issuer
Located At
Name of Impoundment Agent (a financial institution)
Principal Office Located At
WITNESS THAT:
WHEREAS, said Issuer proposes to issue to the residents of the State of North Dakota
at an offering price of $
per
; and
WHEREAS, as a condition of such offering the North Dakota Securities Commissioner (hereinafter
called the Commissioner) requires that the Issuer provide for the impoundment of
$
to be received from such offering of securities; and
WHEREAS, the Issuer and the Impoundment Agent desire to enter into an agreement with respect
to the said impoundment of proceeds;
NOW THEREFORE, in consideration of the premises and agreements set forth herein, the parties
agree as follows:
1. All proceeds received from the sale of the securities subject to this Impoundment Agreement shall
be promptly delivered to the Impoundment Agent for deposit in an escrow account. During the
term of this Impoundment Agreement, the Issuer shall cause all checks received by them, in
payment of such securities, to be payable to the Impoundment Agent.
2.
The Issuer shall furnish the Impoundment Agent simultaneously with each deposit the names,
addresses, and respective amounts paid by each subscriber whose funds comprise each deposit.
The Impoundment Agent shall issue a report to the Issuer upon the close of each three month
period commencing with the date of the Impoundment Agreement, showing the total amount on
deposit in the escrow account at the end of each such period.
3. The Impoundment Agent shall accept said deposits upon the terms set forth herein and shall treat
the funds so deposited as funds in escrow. All proceeds so deposited shall remain the property
of the subscribers and shall not be subject to any liens or charges by the Impoundment Agent or
judgments or creditors' claims against the Issuer until released to the Issuer as hereinafter
provided.
SFN 51951 (10-2014)
Page 2 of 3
4. The impoundment period shall begin on the date of the offering disclosure document or
prospectus and shall terminate on the earliest of the following dates:
a. When the total amount deposited in the escrow account shall be at least $
;
b. The Commissioner has by order or regulation suspended or revoked the exemption or
registration; or
c. When twelve months shall have expired since the date of the offering disclosure document
or prospectus.
5. Whenever the impoundment period, as defined above, shall terminate, the Impoundment Agent
will promptly give written notice to the Commissioner of:
a. The amount on deposit in the escrow account; and
b. The name and address of each subscriber and amount paid by each subscriber.
Upon receipt of written notice from the Impoundment Agent that the total amount specified in
paragraph four is on deposit, the Commissioner may order the Impoundment Agent to pay over all
impounded funds to the Issuer.
If the specified minimum amount of proceeds have not been impounded during the term of
impoundment, then within three business days after the last day of the term of impoundment, the
Impoundment Agent shall:
a. Notify the Commissioner in writing that the conditions of impoundment have not been
satisfied;
b. Within a reasonable time, but in no event not more than thirty days after the last day of the
term of impoundment, refund to each subscriber at the address appearing on the list of
subscribers, all sums paid by him or her pursuant to his or her subscription with/without
interest: and
c. Notify the Commissioner in writing of such refund.
6. The Issuer agrees to pay the Impoundment Agent a reasonable fee for its services under this
agreement, which fee may be fixed by a separate agreement, but the agreement herein to pay
such reasonable fee is deemed to be full and valid consideration to the Impoundment Agent for its
services hereunder. No such fee, reimbursement for costs, or indemnification for any damages
incurred by the Impoundment Agent shall be paid out of or chargeable to the funds on deposit in
the escrow account.
7. The Commissioner may, at any time, inspect the records of the Impoundment Agent, insofar as
they relate to this Impoundment Agreement, for the purpose of determining compliance with and
conformance to the provisions of the Impoundment Agreement.
8. The Impoundment Agent may invest the funds from time to time in United States government
obligations as a prudent person, in similar circumstances would do.
9. Until the terms of this agreement have been met and the funds hereunder released to the Issuer,
the Issuer may not issue any certificates or other evidences of ownership of the securities, except
subscription agreements.
SFN 51951 (10-2014)
Page 3 of 3
THE ISSUER AND IMPOUNDMENT AGENT HAVE ENTERED INTO THIS IMPOUNDMENT
AGREEMENT ON THE DAY, MONTH AND YEAR ABOVE WRITTEN.
Issuer:
Printed Name of Signatory:
Signature:
Title:
Impoundment Agent:
Printed Name of Signatory:
Signature:
Title:
Accepted for filing:
Date:
Securities Commissioner:
Page of 3