Not a Shell Company Sample Clauses
The 'Not a Shell Company' clause serves to affirm that a party to the agreement is not a shell company, meaning it is an active, legitimate business entity with substantive operations and assets. In practice, this clause requires the party to confirm that it is not merely a legal entity with no significant business activity or purpose beyond holding assets or facilitating transactions. This assurance helps prevent fraud, money laundering, or other illicit activities by ensuring that all parties involved are genuine operating businesses, thereby reducing risk and increasing transparency in the transaction.
Not a Shell Company. The Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the Securities Act.
Not a Shell Company. The Company is not a company described in paragraph (i)(1)(i) of Rule 144 under the Securities Act (“Rule 144”) or a “shell company” as defined by Rule 12b-2 of the Exchange Act; is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the Company was required to file such reports and materials), other than Form 8-K reports; and has filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144.
Not a Shell Company. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Not a Shell Company. FFHL is not a “shell company” within the meaning of Rule 12b-2 of the Exchange Act.
Not a Shell Company. The Company is not currently, and has not been since June 16, 2021, an issuer identified in Rule 144(i)(1) under the 1933 Act. The Company filed Form 10 information on Form 8-K with the SEC on June 16, 2021.
Not a Shell Company. Parent is not, nor has it ever been, the type of “issuer” defined in Rule 144(i)(1) under the 1933 Act (a “Shell Company”).
Not a Shell Company. The Company is not currently an issuer identified in Rule 144(i)(1) under the 1933 Act.
Not a Shell Company. Buyer is not a “shell company” as that term is defined under Rule 12b-2 of the Securities Exchange Act of 1934.
Not a Shell Company. Jaguar is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the Securities Act.
Not a Shell Company. The Parent has never been, is not on the date of this Agreement and will not be at the Effective Time a “shell company” as defined in Rule 12b-2 under the Exchange Act.