Common use of Shell Company Status Clause in Contracts

Shell Company Status. The Company is not and has not been for a period of at least one (1) year prior to the date of this Agreement an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

Appears in 25 contracts

Samples: Exchange Agreement (Protea Biosciences Group, Inc.), Exchange Agreement (Majesco Entertainment Co), Exchange Agreement (Majesco Entertainment Co)

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Shell Company Status. The Company is not and has not never been for a period of at least one (1) year prior to the date of this Agreement an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

Appears in 17 contracts

Samples: Exchange Agreement (Alpha Energy Inc), Exchange Agreement (Alpha Energy Inc), Exchange Agreement (Function(x) Inc.)

Shell Company Status. The Company is not and has not been for a period of at least one (1) year prior to the date of this Agreement an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

Appears in 5 contracts

Samples: Exchange Agreement (Exactus, Inc.), Exchange Agreement (Marathon Patent Group, Inc.), Exchange Agreement (Marathon Patent Group, Inc.)

Shell Company Status. The Company is not and has not been not, for a period of at least one (1) year prior to the date of this Agreement two years, been an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Appears in 4 contracts

Samples: Exchange Agreement (Towerstream Corp), Exchange Agreement (Mabvax Therapeutics Holdings, Inc.), Exchange Agreement (Towerstream Corp)

Shell Company Status. The Company is not and has not been not, for a period of at least one (1) year prior to the date of this Agreement two years, been an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

Appears in 3 contracts

Samples: Exchange Agreement (Towerstream Corp), Exchange Agreement (Towerstream Corp), Exchange Agreement (Towerstream Corp)

Shell Company Status. The Company is not and has not been for a period of at least one (1) year prior to the date of this Agreement an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Appears in 3 contracts

Samples: Exchange Agreement (LiveOne, Inc.), Exchange Agreement (LiveOne, Inc.), Exchange Agreement (LiveOne, Inc.)

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Shell Company Status. The Company is not and has not been for a period of at least one (1) year prior to the date of this Agreement currently an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

Appears in 1 contract

Samples: Note Purchase Agreement (Optex Systems Holdings Inc)

Shell Company Status. The Company is not and has not been for a period of at least one (1) 1 year prior to the date of this Agreement Initial Closing Date an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

Appears in 1 contract

Samples: Subscription Agreement (Sevion Therapeutics, Inc.)

Shell Company Status. The Company is not and has not been for a period of at least one (1) year prior to the date of this Agreement Closing Date an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 ninety (90) days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

Appears in 1 contract

Samples: Subscription Agreement (Sevion Therapeutics, Inc.)

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