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. Without giving effect to the Divestiture, FFHL is not a “shell company” within the meaning of Rule 12b-2 of the Exchange Act.
Not a Shell Company. Great Bear is not and has never been a shell company subject to Rule 144(i) under the U.S. Securities Act.
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. Purchaser is not and has not at any time previously been an issuer described in paragraph (i)(1)(i) of Rule 144 of the SEC.
Not a Shell Company. The Company represents that it has not been deemed a “Shell Company” as that term is defined and/or utilized in SEC Rule 144(i)1 and Rule 144(i)2, for at least one year prior to the date of this agreement. Further the Company represents that, to the best of its knowledge, its filings are fully compliant under the requirements as described in SEC Rule 144(i)1 and Rule 144(i)2 and that it shall use its best efforts to remain compliant with such reporting and filing requirements.
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. 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.
