Common use of No Shell Company Clause in Contracts

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 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 (ai) it is essential to the Buyer that the Buyer be able to sell Common Stock the Buyer it receives under the Note or and the Warrant in reliance on Rule 144, (bii) if the Company were or ever had been a Shell Company, any Common Stock received by the Buyer under the Note or and the Warrant could not be sold in reliance on Rule 144 (at least without satisfying additional conditions), and (ciii) 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, Agreement and purchasing the Note and receiving the WarrantNote.

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 Seller acknowledges and agrees that (a) it is essential to the Buyer Purchaser that the Buyer Purchaser be able to sell Common Stock Shares the Buyer Purchaser receives under the Note or Warrant Agreement in reliance on Rule 144, (b) if the Company were or ever had been a Shell Company, any Common Stock Share received by the Buyer Purchaser under the Note or Warrant Agreement could not be sold in reliance on Rule 144 (at least without satisfying additional conditions), and (c) Buyer Purchaser is relying on the truth and accuracy of the CompanySeller’s representation in the foregoing sentence and the availability of Rule 144 with respect to BuyerPurchaser’s selling of Common Stock Shares in entering into this Agreement, purchasing the Note and receiving the WarrantShares.

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 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 Warrant 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 WarrantWarrants.

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 it 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 has it ever been, the type of “"issuer” " defined in Rule 144(i)(1) under the 1933 Act (a “Shell Company”"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 's representation in the foregoing sentence and the availability of Rule 144 with respect to Buyer’s 's selling of Common Stock in entering into this Agreement, purchasing the Note and receiving the Warrant.