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Escrow Agreement EA - Minnesota
| Escrow Agreement Form. This is a Minnesota form and can be used in General Blue Sky Secretary Of State . |
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2875.9940 ESCROW AGREEMENT. ESCROW AGREEMENT THIS ESCROW AGREEMENT made and entered into this ____________ day of _________________________________, 20__, by and between ______________________________________________________ (herein collecti vely referred to as Depositors); ________________________________, a corporate fiduciary wi th principal office in __________________________________________________ (hereinafter called the Escrow Agent); ___________________________________________________ a corporation with p rincipal offices in ________________________________________________________________________ _____________ (hereinafter called the Issuer) and the commissioner of commerce for t he State of Minnesota (hereinafter called the commissioner); WITNESSETH THAT: Each of the Depositors is the owner of ________________________________________________________________________ ______________ (description of security) of the Issuer and each owns the number of un its of such security listed opposite his or her name on Annex A, attached hereto and made a part hereof. The Issuer has applied to the commissioner for registration of its secur ities for sale to residents of Minnesota, and as a condition of registration the Depositors, the Escrow Agent and the Issuer agree to be bound by this Agreement and the applicable rules and regulations of the commissioner. Each of the Depositors has deposited the securities listed opposite his or her name on Annex A with the Escrow Agent, and the Escrow Agent hereby acknowledges receipt thereof. These securities are herein collectively referred to as escrowed securities. THEREFORE, the parties agree as follows: 1. The Escrow Agent agrees to hold the escrowed securities until such t ime as Escrow Agent shall receive a written release issued by the commissioner permitting the rele ase from escrow of all or a part of the escrowed securities held under this Agreement. Upon receipt of such release, the Escrow Agent may release to each Depositor all or a part of the escrowed securities in ac cordance with the order of the commissioner. Subject to the above provisions, the term of escrow under this Agreement shall run for a period of ______________ years from the date of the Order of Registration, unless at an earlier date the Issuer shall have demonstrated annual net earnings, after taxes and excluding extraor dinary items, determined in accordance with generally accepted accounting principles, for any two co nsecutive years after the date of the Order of Registration, of at least _______________ percent of an amo unt determined by multiplying the total number of outstanding shares of the Issuer, including the escrowed securities, by the average price per share paid by public investors. The existence of the required annual ne t earnings shall be demonstrated by certification to that effect furnished to the commissioner by an indepen dent certified public accountant or an authorized officer of the issuer. In addition, the Issuer and each of t he Depositor shall furnish the commissioner a written statement that none of the escrowed securities no r any interests therein have been sold, transferred or otherwise disposed of (except as permitted by para graph #4) as a condition of the release from escrow. 2. Notwithstanding any provision of paragraph 1, the commissioner may, in his or her discretion, terminate the term of escrow with respect to all or any part of the escr owed securities of any Depositor before the expiration of the period of occurrence of the event specified in paragraph 1 and release such securities if the commissioner determines that the release of such secur ities to the Depositor(s) will not be detrimental to the Issuer, the public investors or any other party conce rned. At the time of release by the commissioner of any securities from escrow, the application of this Agre ement shall terminate with respect to the securities so released. 3. While it is held in escrow pursuant to this Agreement, no escrowed s ecurity nor any interest therein, nor any right or title thereto, may be sold or transferred, by means of transfer of the security separate from the certificate representing it or otherwise, without the prior written release of the commissioner, except that the release of the commissioner need not be ob tained to transfer escrowed shares by will or the laws of descent and distribution or otherwise by o rder or process of any Court. 4. Upon receipt of such written release from the commissioner directing that some or all of the escrowed securities of the Depositor held under this Escrow Agreement be released for the purpose of transfer to another person against concurrent deposit of the securities so transferred, the Escrow Agent may release such securities but only against such deposit under this Agreeme nt of all the transferred securities. The commissioner shall authorize such transfer of the escrowed securitie s only upon receipt of a signed American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2statement by the proposed transferee that he or she has full knowledge o f the terms of this Escrow Agreement and that the proposed transferee accepts such securities subje ct to the conditions of this Escrow Agreement. 5. The Depositors agree that they shall be entitled to receive cash and property dividends with respect to the escrowed securities while such securities are held in esc row pursuant to this agreement to the same extent as other security holders of the same class of security and that said cash or property dividends shall be placed under the terms of this Escrow Agreement. 6. Upon declaration of any dividend in shares of the Issuer or a subsidiary to which the escrowed securities are entitled pursuant to a share dividend or split authorized b y a vote of the shareholders, the Depositors and the Escrow Agent shall forthwith enter into a Supplementa l Escrow Agreement, covering such share dividend, which Supplemental Escrow Agreement shall incorpora te all the conditions of escrow contained in this Agreement. The shares received as dividend shall be f orthwith deposited in escrow with the Escrow Agent pursuant to such Supplemental Escrow Agreement, and the Escrow Agent shall deliver to the commissioner a receipt for the shares thus escrowed. 7. During the term of escrow, the Depositors shall not be entitled to a nd hereby waive all rights to participate in any distribution of assets of the
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