Shell Company Sample Clauses
A Shell Company clause defines the treatment or restrictions regarding entities that exist primarily on paper and have no significant operations or assets. In practice, this clause may prohibit parties from using shell companies to enter into agreements, require disclosure if a party is a shell company, or set conditions for transactions involving such entities. Its core function is to prevent fraud, money laundering, or other illicit activities by ensuring transparency about the true parties involved in a contract.
POPULAR SAMPLE Copied 5 times
Shell Company. The Company is not, and was not in the past, an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act).
Shell Company. For over one-year, the Company has not been a former shell company as that phrase is defined by Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.
Shell Company. The Company is a “shell company,” as defined in Rule 12b-2 of the Exchange Act.
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.
Shell Company. The Company is not, and has never been, an issuer identified in Rule 144(i)(1) promulgated under the Securities Act.
Shell Company. The Company is not and has never been a shell company as such term is defined in Rule 12(b)(2) under the Exchange Act and the rules and regulations of the SEC thereunder.
Shell Company. The Company is a Shell Company as defined in Rule 12(b)(2) promulgated under the Exchange Act. The Company maintains limited operations and does not employ any employees and does not maintain any employee benefit or stock option or similar equity incentive plans.
Shell Company. The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is not, and has never been, an issuer identified in, or subject to, Rule 144(i)(1) of the Securities Act.
Shell Company. As of the date hereof and the Closing Date, the Company is not a “shell company” nor a former “shell company” (as defined in Rule 405 of the Securities Act) and has never been a “shell company.”
Shell Company. As of the date first written above, Rule 144 under the Securities Act is not available for resale of the Shares or Conversion Shares and will not be available for resale of the Shares or Conversion Shares, until such time as the Parent has satisfied the information requirements under Rule 144(i) of the Securities Act. There is no assurance that the Parent will satisfy the requirements under Rule 144(i) of the Securities Act to permit use of Rule 144 or that the Parent will become eligible to use Form S-8 registration statement for registration of securities granted or issued under an incentive compensation plan. Further, neither the Company nor Parent have revenue generating operations and no significant tangible assets other nominal amount of cash received from a loan or other third-party funding, which sums are only sufficient to pay overhead costs essential to maintain the Parent as a public company under federal securities laws and the Company’s existence under Florida laws.