Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 110 contracts
Samples: Securities Purchase Agreement (Renavotio, Inc.), Securities Purchase Agreement (Virtual Interactive Technologies Corp.), Securities Purchase Agreement (Renavotio, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (Mphase Technologies, Inc.), Securities Purchase Agreement (Mitesco, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holderthe Buyer’s counsel.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Surge Holdings, Inc.), Securities Purchase Agreement (Surge Holdings, Inc.), Securities Purchase Agreement (Surge Holdings, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Returnable Shares and/or Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Basanite, Inc.), Securities Purchase Agreement (Velt International Group Inc.), Securities Purchase Agreement (Blue Sphere Corp.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from HolderHxxxxx’s counsel.
Appears in 7 contracts
Samples: Securities Purchase Agreement (American Rebel Holdings Inc), Securities Purchase Agreement (NextTrip, Inc.), Securities Purchase Agreement (One World Products, Inc.)
Shell Status. The Company represents that it is not a “"shell” " issuer and has never been a “"shell” " issuer, or that if it previously has been a “"shell” " issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “"shell” " issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s 's counsel.
Appears in 6 contracts
Samples: Securities Purchase Agreement (MAGELLAN GOLD Corp), Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (SusGlobal Energy Corp.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from HolderXxxxxx’s counsel.
Appears in 5 contracts
Samples: Securities Purchase Agreement (NovAccess Global Inc.), Securities Purchase Agreement (NovAccess Global Inc.), Securities Purchase Agreement (NovAccess Global Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Viking Energy Group, Inc.), Securities Purchase Agreement (Foothills Exploration, Inc.), Securities Purchase Agreement (NightFood Holdings, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144 or 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from HolderHxxxxx’s counsel.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Resonate Blends, Inc.), Securities Purchase Agreement (Kaival Brands Innovations Group, Inc.), Securities Purchase Agreement (Organicell Regenerative Medicine, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holdera Buyer’s counsel.
Appears in 4 contracts
Samples: Securities Purchase Agreement (KinerjaPay Corp.), Securities Purchase Agreement (Frelii, Inc.), Securities Purchase Agreement (NutriBand Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of any Shares issued on conversion of the Conversion Shares Convertible Note or other Securities convertible into Shares, or (ii) accept such opinion from Holder’s counselcounsel to the Purchaser(s).
Appears in 4 contracts
Samples: Private Securities Purchase and Assignment Agreement (Accelerated Pharma, Inc.), Private Securities Purchase and Assignment Agreement (Accelerated Pharma, Inc.), Private Securities Purchase and Assignment Agreement (Accelerated Pharma, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from HolderHxxxxx’s counsel.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Quality Industrial Corp.), Securities Purchase Agreement (Quality Industrial Corp.), Securities Purchase Agreement (Ilustrato Pictures International Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Returnable Shares and/or Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 3 contracts
Samples: Securities Purchase Agreement (JRSIS HEALTH CARE Corp), Securities Purchase Agreement (Cleanspark, Inc.), Securities Purchase Agreement (Skinvisible Inc)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Commitment Shares and/or Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cardax, Inc.), Securities Purchase Agreement (Foothills Exploration, Inc.), Securities Purchase Agreement (Petrone Worldwide, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144 or 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from HolderXxxxxx’s counsel.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Galaxy Next Generation, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 2 contracts
Samples: Securities Purchase Agreement (First Harvest Corp.), Securities Purchase Agreement (First Harvest Corp.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Conversion Shares any Founder Share issued under this Agreement, or (ii) accept such opinion from Holder’s counselcounsel to any of the Holders.
Appears in 2 contracts
Samples: Founder Share Assignment Agreement (Accelerated Pharma, Inc.), Founder Share Assignment Agreement (Accelerated Pharma, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from HolderXxxxxx’s counsel.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Quality Industrial Corp.), Securities Purchase Agreement (Kisses From Italy Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never previously been a “shell” issuer, or that if it previously has been a “shell” issuer, that but at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept not unreasonably reject such opinion from Holdera Buyer’s counsel.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Commitment Shares, Returnable Shares, and/or Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cardax, Inc.), Securities Purchase Agreement (Cardax, Inc.)
Shell Status. The Company represents that it is not a “"shell” " issuer and has never been a “shell” issuer, or that if it previously has been a “"shell” " issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “"shell” " issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s 's counsel.
Appears in 2 contracts
Samples: Securities Purchase Agreement (SusGlobal Energy Corp.), Securities Purchase Agreement (SusGlobal Energy Corp.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holdera Buyer’s counsel.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digerati Technologies, Inc.), Securities Purchase Agreement (Digerati Technologies, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never previously been a “shell” issuer, or that if it previously has been a “shell” issuer, that but at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept not unreasonably reject such opinion from Holdera Buyer’s counsel.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.)
Shell Status. The Company represents that it is not a “"shell” " issuer and has never been a “shell” issuer, or that if it previously has been a “"shell” " issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “"shell” " issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144 or 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s Xxxxxx's counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (SusGlobal Energy Corp.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s 's counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ozop Surgical Corp.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 1 contract
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 IO type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (Organicell Regenerative Medicine, Inc.)
Shell Status. The Company represents that it is not was a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since on May 5. 2015 the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel, at such time as permitted under Rule 144.
Appears in 1 contract
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares conversion shares or (ii) accept such opinion from Holder’s counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (Blue Water Global Group, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will either (i) instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Returnable Shares, Commitment Shares, and/or Conversion Shares or (ii) accept such opinion from HolderBuyer’s counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from HolderBuyer’s counsel.
Appears in 1 contract
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “"shell” issuer, " issuer and that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “"shell” " issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s 's counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (Wisdom Homes of America, Inc.)
Shell Status. The Company represents that it is not a “"shell” " issuer and has never been a “"shell” " issuer, or that if it previously has been a “"shell” " issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “"shell” " issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s a Buyer's counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (Stealth Technologies, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from HolderBuyer’s counsel.
Appears in 1 contract
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve eight (12) 8) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (Airborne Wireless Network)
Shell Status. The Company represents that it is not a “"shell” " issuer and has never been a “"shell” " issuer, or that if it previously has been a “"shell” " issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “"shell” " issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s 's counsel.
Appears in 1 contract
Shell Status. The Company represents that it is not a “shell” issuer and has never been currently a “shell” issuer, or and that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information on May 13, 2016 (indicating that it is no longer a “shell” issuer). Further, the Company will instruct its counsel to either (i) write a 144- 144-3(a)(9) opinion to allow for salability of the Returnable Shares and/or Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 1 contract
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- Rule 144 and/or 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counselcounsel if the requirements of Rule 144 are otherwise met.
Appears in 1 contract
Samples: Securities Purchase Agreement (Driveitaway Holdings, Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve nine (129) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (Quantum Computing Inc.)
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) 144 opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holdera Buyer’s counsel.
Appears in 1 contract
Shell Status. The Company represents that it is not a “shell” issuer and has never been was previously a “shell” issuer, or and that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuerissuer on September 20, 2021. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) Rule 144 opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 1 contract
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 144 or 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.
Appears in 1 contract
Samples: Securities Purchase Agreement (Galaxy Next Generation, Inc.)
