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Alabama Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares

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A Legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. The Securities Act of 1933 regulates the initial sale of securities to the public. Some securities are exempt from coverage of the Act. Certain stock issue transactions are also exempt (i.e., exempt from registration with the Securities and Exchange Commission). This Legend restricts the transfer of stock in accordance with the Articles of Incorporation or the Corporation's Bylaws or a Shareholder's Buy Sell Agreement.
The Alabama Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is a legal requirement imposed by the state of Alabama for certain types of stock certificates. This legend serves as a notice to potential shareholders that there are restrictions in place regarding the transfer of shares. These restrictions are outlined in a separate document, which must be referred to in the legend. The purpose of this legend is to ensure that any prospective shareholders are aware of the limitations on transferring shares before they invest in a company. This serves to protect both the company and its existing shareholders by preventing unauthorized transfers and ensuring that any transfers comply with the specified restrictions. There are several types of Alabama Legends that can be found on stock certificates: 1. Restricted Stock Legend: This type of legend indicates that the shares being issued are subject to certain restrictions, such as limitations on transferability, holding periods, or other conditions defined in the separate document. 2. Transfer Restriction Legend: This legend specifies that the shares cannot be transferred without complying with the restrictions outlined in the accompanying document. It serves as a reminder to current and prospective shareholders that any transfer of shares will be subject to the restrictions set forth in the separate agreement. 3. Stock Transfer Agreement Legend: This legend refers to a specific stock transfer agreement that lays out the terms and conditions for the transfer of shares. It highlights the existence of such an agreement and emphasizes that any transfer must adhere to its provisions. It is essential for both buyers and sellers of stocks to carefully review the Alabama Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares. By doing so, they can fully understand the restrictions and conditions associated with the shares and ensure compliance with the state's regulations. Prior to engaging in any stock transfer, it is advisable to seek legal counsel to ensure a comprehensive understanding of the legend and related documentation.

The Alabama Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is a legal requirement imposed by the state of Alabama for certain types of stock certificates. This legend serves as a notice to potential shareholders that there are restrictions in place regarding the transfer of shares. These restrictions are outlined in a separate document, which must be referred to in the legend. The purpose of this legend is to ensure that any prospective shareholders are aware of the limitations on transferring shares before they invest in a company. This serves to protect both the company and its existing shareholders by preventing unauthorized transfers and ensuring that any transfers comply with the specified restrictions. There are several types of Alabama Legends that can be found on stock certificates: 1. Restricted Stock Legend: This type of legend indicates that the shares being issued are subject to certain restrictions, such as limitations on transferability, holding periods, or other conditions defined in the separate document. 2. Transfer Restriction Legend: This legend specifies that the shares cannot be transferred without complying with the restrictions outlined in the accompanying document. It serves as a reminder to current and prospective shareholders that any transfer of shares will be subject to the restrictions set forth in the separate agreement. 3. Stock Transfer Agreement Legend: This legend refers to a specific stock transfer agreement that lays out the terms and conditions for the transfer of shares. It highlights the existence of such an agreement and emphasizes that any transfer must adhere to its provisions. It is essential for both buyers and sellers of stocks to carefully review the Alabama Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares. By doing so, they can fully understand the restrictions and conditions associated with the shares and ensure compliance with the state's regulations. Prior to engaging in any stock transfer, it is advisable to seek legal counsel to ensure a comprehensive understanding of the legend and related documentation.

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FAQ

Removing a restricted stock legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.

The purpose of the restrictive legend or notation is to protect the issuing company from loosing its private placement exemption for the initial sale of the securities and to notify the investor that the restricted securities cannot be resold into the public securities market without satisfying certain requirements.

Once vested, restricted shares are assigned a fair market value. Restricted shares may also be restricted by a double-trigger provision. That means that an employee's shares become unrestricted if the company is acquired by another and the employee is fired in the restructuring that follows.

The process of removing the restrictive legend from a stock certificate is done only to facilitate a public resale, and in no way alleviates an investor from complying with all aspects of Rule 144 at all times.

Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer?usually in the form of an opinion letter from the issuer's counsel?that the restrictive legend can be removed.

Rule 144 is a set of regulations that outline the conditions in which the sale of unregistered or restricted stock shares can be sold. Typically, criteria must be met before a sale is allowed, including a minimum period in which the stock should be held, which can be up to one year.

Restricted stock refers to unregistered shares of ownership in a corporation that are issued to corporate affiliates, such as executives and directors. Restricted stock is non-transferable and must be traded in compliance with special Securities and Exchange Commission (SEC) regulations.

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Jan 16, 2013 — Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless the issuer consents—usually in ... Restricted stock certificates customarily bear a legend identifying them as restricted. The main purpose of a restrictive legend is to prevent shareholders from ...The Shares represented by this certificate are subject to certain restrictions against transfer by the terms of an agreement entered into by this ... A stock certificate is documentation of a shareholder's ownership in a corporation. It indicates the number of shares owned by an individual, the par value (if ... A legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. This article provides information and procedures to help remove a restricted stock legend from restricted stock. RULE 144 LEGEND REMOVAL AND PRIVATE TRANSFER. For removing the legend for a non-affiliate to immediately transfer the shares to a different registration name. (2) Any document or exhibits previously on file may be incorporated by reference. (3) A separate U-1 application must be used for each portfolio or series ... A stock power can be located on the reverse side of a stock certificate or can be a separate form to complete. A stock transfer request form is another form ... A Legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. The ...

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Alabama Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares