No Operating History. While Grown Rogue's principals have operated other successful cannabis companies, Grown Rogue is recently formed and has a limited operating history and has no record of prior performance as a separate enterprise. Grown Rogue faces the general risks associated with any new business operating in a competitive industry, including the ability to fund operations from unpredictable cash flow and capital-raising transactions. There can be no assurance that Grown Rogue will achieve its anticipated investment objectives or operate profitably. Grown Rogue's business must be considered in light of the risks, expenses, and problems frequently encountered by companies in their early stages of development. Specifically, such risks may include, among others: ● Grown Rogue's inability to fund operations from unpredictable cash flows; ● Grown Rogue's failure to anticipate and adapt to developing markets; ● Grown Rogue's inability to attract, retain and motivate qualified personnel; and ● Grown Rogue's failure to operate profitably in a competitive industry. There can be no assurance that Grown Rogue will be successful in addressing these risks. To the extent it is unsuccessful in addressing these risks, Grown Rogue and the Purchaser may be materially and adversely affected. There can be no assurance that Grown Rogue or the Purchaser will ever achieve or sustain profitability. Grown Rogue's ability to implement its business plan will depend on the Purchaser's ability to obtain additional financing. The Purchaser cannot provide assurance that it will be able to secure additional financing on terms favorable to the Purchaser or at all. If adequate funds are not available on acceptable terms, Grown Rogue's ability to continue and grow its businesses would be dependent on the cash flow, if any, from its operations, which may not be sufficient. If additional funds are raised through the issuance of shares, the percentage ownership of then- current shareholders may be reduced, such holders may experience additional dilution and such new securities may have rights, preferences or privileges senior to those of the Purchaser's previously issued shares. Under Section 280E of the US Internal Revenue Code ("Section 280E"), many normal business expenses incurred in the trafficking of marijuana and its derivatives are not deductible in calculating federal and Oregon income tax liability. A result of Section 280E is that an otherwise profitable business may in fact operate at a loss, aft...
No Operating History. (a) Parent was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. It completed an initial public offering of Units consisting of Parent Common Stock and Parent Warrants in November 2021, and placed certain of the net proceeds of its initial public offering and simultaneous private placement of Parent Units in the Trust Fund described in Section 3.11. Parent has never conducted any operations and has never engaged in any business activities, except raising funds through sales of securities, causing its securities to be listed on Nasdaq, complying with applicable regulatory requirements of the SEC, Nasdaq, and State of Delaware, seeking to find a company or companies with which to complete an initial business combination and negotiating the terms of the Transactions.
(b) Merger Sub was formed for the purpose of completing the Merger. Merger Sub has never engaged in any business activities, has no assets or liabilities and has never generated any revenues or expenses, other than expenses related to the Transactions.
No Operating History. 10 5E. Governmental Consent, etc . . . . . . . . . . . . . . . . . . 10 5F.
No Operating History. The Company was formed in November 1993 and has conducted no material business operations to date other than those incident to its formation and entering into this Agreement, the Trademark Agreement and the transactions contemplated hereby and thereby.
No Operating History. The Company was formed on October 26, -------------------- 1995, and has conducted no material business operations to date other than (i) making application to the Federal Communications Commission for 900 MHz SMR licenses and (ii) those incident to its formation and entering into this Agreement, the Stockholders Agreement, the Registration Agreement and the transactions contemplated hereby and thereby.
No Operating History. The Company was formed in April 2007 and has no operating history on which you can base an evaluation of its business and prospects. The Company has only recently commenced organizing its operations and has no revenues to date. As a software development company in its early stages, we face increased risks, uncertainties, expenses and difficulties. You should consider an investment in the Company in light of these risks, uncertainties, expenses and difficulties. Such risks include: the evolving and unpredictable nature of our business; our ability to anticipate and adapt to a developing market(s) and to technological changes; acceptance by consumers of our software products; the ability to identify, attract and retain qualified personnel; the ability to develop and upgrade our technology and information systems; and our ability to provide superior customer service. We may be unable to successfully overcome these risks which could harm our business.
No Operating History. 11 3.8 No Broker's Fees..............................................................................11 3.9
No Operating History. The Company was formed on November 17, 1999 and has not conducted any business operations except execution of the AOL Agreement and operations incident to the transactions contemplated by this Agreement, and the Company has no assets (other than the minimum required capitalization) or liabilities except as contemplated by the AOL Agreement.
No Operating History. An investment in the Borrower involves a high degree of risk. The Borrower is a recently formed entity and therefore has no operating history upon which investors can evaluate its anticipated performance. The Borrower has been formed for the purpose of developing, owning and operating media assets in the PRC; however, certain staff (other than senior management) have yet to be hired, and therefore the Borrower has no operating history or historical financial information. Projections and forecasts regarding the Borrower and its future performance are subject to a high level of risk and uncertainty.
