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.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Helios & Matheson Analytics Inc.)