Common use of Reporting Company/Shell Company Clause in Contracts

Reporting Company/Shell Company. The Company is a publicly-held company subject to reporting obligations pursuant to Sections 12(g) and 13 of the Exchange Act. Pursuant to the provisions of the Exchange Act, the Company has timely filed all reports and other materials required to be filed by the Company thereunder with the Commission during the preceding twelve months, except for reports on Form 8-K. As of the Closing Date, the Company is not a “shell company” as that term is employed in Rule 144 under the Securities Act. The Company is a former shell company but has met each of the requirements under Rule 144(i)(2). The Company is and has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Reporting Company/Shell Company. The Company is a publicly-held company subject to reporting obligations pursuant to Sections 12(g) and 13 of the Exchange Act. Pursuant to the provisions of the Exchange Act, the Company has timely filed all reports and other materials required to be filed by the Company thereunder with the Commission SEC during the preceding twelve months, except for reports on Form 8-K. . As of the Closing Date, the Company is not a “shell company” as that term is employed in Rule 144 under the Securities Act. The Company is a former shell company but has met each of the requirements under Rule 144(i)(2). The Company is is, and has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.