No Shell Company. The Company is not, nor has it ever been, the type of “issuer” defined in Rule 144(i)(1) under the 1933 Act (a “Shell Company”). The Company acknowledges and agrees that (a) it is essential to the Buyer that the Buyer be able to sell Common Stock the Buyer receives under the Note or Warrant in reliance on Rule 144, (b) if the Company were or ever had been a Shell Company, any Common Stock received by the Buyer under the Note or Warrant could not be sold in reliance on Rule 144 (at least without satisfying additional conditions), and (c) Buyer is relying on the truth and accuracy of the Company’s representation in the foregoing sentence and the availability of Rule 144 with respect to Buyer’s selling of Common Stock in entering into this Agreement, purchasing the Note and receiving the Warrant.
No Shell Company. The Company is not, nor at any time during the twelve month period immediately preceding the date hereof has the Company been a “shell company,” as such term is defined in Rule 405 promulgated under the Securities Act.
No Shell Company. The Company is not, nor at any time since February 5, 2010 has the Company been a “shell company,” as such term is defined in paragraph (i)(1)(i) of Rule 144 or Rule 12b-2 of the Exchange Act.
No Shell Company. The Company is not, nor has it ever been, the type of “issuer” defined in Rule 144(i)(1) under the 1933 Act (a “Shell Company”). The Company acknowledges and agrees that (a) it is essential to the Buyer that the Buyer be able to sell Common Stock the Buyer receives under the Note in reliance on Rule 144, (b) if the Company were or ever had been a Shell Company, any Common Stock received by the Buyer under the Note could not be sold in reliance on Rule 144 (at least without satisfying additional conditions), and (c) Buyer is relying on the truth and accuracy of the Company’s representation in the foregoing sentence and the availability of Rule 144 with respect to Buyer’s selling of Common Stock in entering into this Agreement and purchasing the Note.
No Shell Company. Buyer is not, nor for a period of at least twelve (12) months prior to the date hereof, has been, a “shell company,” as such term is defined in paragraph (i)(1)(i) of Rule 144 of the 1933 Act or Rule 12b-2 of the Exchange Act of 1934, the effect of which would prevent Seller from selling the Closing Shares without restriction pursuant to Rule 144.
No Shell Company. Borrower represents and warrants to Lender that Borrower (including its predecessor, Tesoro Enterprises, Inc.) is not and has never been a “shell company” (as that term is defined in SEC Rule 144(i)(1)(i)-(ii)).
No Shell Company. The Company is not and has never been a “shell company” (as defined in Rule 12b-2 under the Exchange Act).
No Shell Company. Neither Buyer nor any of its predecessors is currently, or has previously been, a Shell Company.
No Shell Company. The Company is not and has never been a shell company as such term is defined in Rule 12(b)(2) under the Securities Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission thereunder.
No Shell Company. The Company (a) is not, and has not been at any time in the previous twelve (12) months, the type of “issuer” defined in Rule 144(i)(1) under the 1933 Act (a “Shell Company”), and (b) filed its Form 10 information with the SEC over twelve (12) months ago. The Company acknowledges and agrees that (a) it is essential to the Buyer that the Buyer be able to sell Common Stock the Buyer receives under the Note or Warrants in reliance on Rule 144, (b) if the Company were or ever had been a Shell Company, any Common Stock received by the Buyer under the Note or Warrants could not be sold in reliance on Rule 144 (at least without satisfying additional conditions), and (c) Buyer is relying on the truth and accuracy of the Company’s representation in the foregoing sentence and the availability of Rule 144 with respect to Buyer’s selling of Common Stock in entering into this Agreement, purchasing the Note and receiving the Warrants.
