Current through February 24, 2025
(a) If each of the
applicable provisions of the escrow agreement required under
3
AAC 08.180 has been satisfied, and if
(1) the issuer's aggregate revenues are at
least $500,000 and the auditor's report or the issuer's latest audited
financial statements do not contain an opinion or statement regarding the
ability of the issuer to continue as a going concern, the escrow agent shall
release two and one-half percent of the promotional shares from escrow each
quarter, beginning one year after the date of completion of the offering, shall
distribute those shares pro rata among the depositors, and shall release all
remaining promotional shares from escrow two years after the date of completion
of the offering;
(2) the issuer's
aggregate revenues are less than $500,000, the escrow agent shall release two
and one-half percent of the promotional shares from escrow each quarter,
beginning two years after the date of completion of the offering, shall
distribute those shares pro rata among the depositors, and shall release all
remaining promotional shares from escrow four years after the date of
completion of the offering; or
(3)
the public offering is terminated without a sale of securities under the
offering or all of the gross proceeds that were derived from the offering have
been returned to the public investors, the escrow agent shall release all of
the promotional shares from escrow.
(b) The escrow agent shall release
promotional shares
(1) in the event of a
dissolution, liquidation, merger, consolidation, reorganization, sale or
exchange of the issuer's assets or securities, including by way of tender
offer, or any other transaction or proceeding with a person who is not a
promoter that results in the distribution of the issuer's assets or securities;
and
(2) if, while the escrow
agreement remains in effect, the depositors agree that
(A) all holders of the issuer's equity
securities will initially share on a pro rata, per share basis in the
distribution, in proportion to the amount of cash or other consideration that
they paid per share of equity securities, until the public shareholders
receive, or have irrevocably set aside for them, an amount that is equal to 100
percent of the public offering's price per share times the number of shares of
equity securities that the public shareholders purchased under the public
offering and still hold at the time of the distribution, adjusted for stock
splits, stock dividends, recapitalizations, or other activities or events that
change the number of shares or affect the initial sale of escrowed
shares;
(B) for purposes of (A) of
this paragraph, the value of consideration other than cash is subject to
acceptance by the administrator; and
(C) after the initial distribution provided
in (A) of this paragraph, all holders of the issuer's equity securities shall
participate on an equal, per share basis times the number of shares of equity
securities they hold at the time of the distribution, adjusted for stock
splits, stock dividends, recapitalizations, or other activities or events that
change the number of shares or affect the initial sale of escrowed
shares.
(c) A
distribution may proceed on lesser terms and conditions than those provided in
(b) of this section if a majority of the equity securities that are not held by
promoters or the associates or affiliates of promoters vote, or consent by
consent procedure, to approve the lesser terms and conditions at a special
meeting of the shareholders called for that specific purpose.
(d) In the event of a dissolution,
liquidation, merger, consolidation, reorganization, or sale or exchange of the
issuer's assets or securities, including by way of tender offer, or any other
transaction or proceeding with a person who is a promoter that results in a
distribution while the escrow agreement remains in effect, the depositors'
promotional shares must remain in escrow subject to the terms of the escrow
agreement.
(e) If securities held
in escrow become federal covered securities of the type described in
15 U.S.C.
77 r(b)(1) (sec. 18(b)(1) of the Securities
Act of 1933), all securities in escrow must be released.
(f) An escrow agreement required under
3
AAC 08.180 terminates when all of the promotional
shares have been released or the issuer's equity securities or the issuer's
assets have been distributed under the agreement. However, the provisions in
that escrow agreement for compensation and indemnification of the escrow agent
survive until they are satisfied.
Authority:AS
45.55.110
AS
45.55.950
