Guam Rule 144 Seller's Representation Letter Non-Affiliate

• Category: Letters - Seller's Representation
• State: Multi-State
• Control #: US-1044BG
• Format: Word; Rich Text

Description

When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities. Attorneys, transfer agents and brokers must be certain that all of the conditions of Rule 144 are met prior to taking action to remove a restrictive legend, but only the Seller can ensure that all the conditions are present at the actual time of sale. In order to protect themselves in issuing opinion letters and removing legends, transfer agents and most attorneys now require a letter from the Seller making certain representations and affirmations regarding their eligibility to rely on Rule 144 in the sale of their securities. This letter is commonly referred to as a Seller's Representation Letter. Guam Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in Guam that pertains to the sale of securities under Rule 144 of the Securities Act. This letter is specifically designed for sellers who are not affiliates of the issuing company. The purpose of the Guam Rule 144 Sellers Representation Letter Non-Affiliate is to ensure compliance with the strict regulations governing the sale of restricted securities. It serves as a representation by the seller to the buyer, and potentially to the issuing company, that certain conditions have been met to facilitate the sale. The content of the Guam Rule 144 Sellers Representation Letter Non-Affiliate typically includes the following elements: 1. Identification: The letter will begin with the identification of the parties involved, including the name and contact information of both the seller and the buyer. 2. Transferred Securities: The letter will specify the type and quantity of securities being sold by the seller, detailing any relevant stock symbols, certificate numbers, or CUSP numbers. 3. Representations and Warranties: The seller will make certain representations and warranties to the buyer in this letter, confirming that they are not an affiliate of the issuing company and have complied with all requirements of Rule 144. 4. Holding Period: The letter will indicate the length of time the securities have been held by the seller, showcasing that they have satisfied the minimum holding period set forth by Rule 144. 5. Sales Requirements: Sellers may need to provide additional information related to any limitations or conditions for the sale, such as ensuring compliance with other relevant securities laws, regulations, or agreements. 6. Legal Acknowledgment: The seller will acknowledge that they have sought appropriate legal advice or counseling regarding the proposed sale and that they fully understand the implications and requirements of Rule 144. Different variations or types of Guam Rule 144 Sellers Representation Letters may exist based on specific circumstances, such as: 1. Guam Rule 144 Sellers Representation Letter for Restricted Stock: This variation is used when the seller intends to sell restricted stock under the provisions of Rule 144. 2. Guam Rule 144 Sellers Representation Letter for Control Securities: This type applies when the seller is selling control securities, which are typically those held by company insiders or affiliates. 3. Guam Rule 144 Sellers Representation Letter Non-Affiliate for Private Companies: This variation is tailored to the sale of securities in private companies that are subject to Guam Rule 144 exemptions. These variations may have specific additional requirements or clauses that address unique circumstances relevant to each type of sale. Overall, the Guam Rule 144 Sellers Representation Letter Non-Affiliate plays a crucial role in ensuring the legal and compliant sale of restricted securities by non-affiliate sellers in Guam, under the governing provisions of Rule 144 of the Securities Act.

Guam Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in Guam that pertains to the sale of securities under Rule 144 of the Securities Act. This letter is specifically designed for sellers who are not affiliates of the issuing company. The purpose of the Guam Rule 144 Sellers Representation Letter Non-Affiliate is to ensure compliance with the strict regulations governing the sale of restricted securities. It serves as a representation by the seller to the buyer, and potentially to the issuing company, that certain conditions have been met to facilitate the sale. The content of the Guam Rule 144 Sellers Representation Letter Non-Affiliate typically includes the following elements: 1. Identification: The letter will begin with the identification of the parties involved, including the name and contact information of both the seller and the buyer. 2. Transferred Securities: The letter will specify the type and quantity of securities being sold by the seller, detailing any relevant stock symbols, certificate numbers, or CUSP numbers. 3. Representations and Warranties: The seller will make certain representations and warranties to the buyer in this letter, confirming that they are not an affiliate of the issuing company and have complied with all requirements of Rule 144. 4. Holding Period: The letter will indicate the length of time the securities have been held by the seller, showcasing that they have satisfied the minimum holding period set forth by Rule 144. 5. Sales Requirements: Sellers may need to provide additional information related to any limitations or conditions for the sale, such as ensuring compliance with other relevant securities laws, regulations, or agreements. 6. Legal Acknowledgment: The seller will acknowledge that they have sought appropriate legal advice or counseling regarding the proposed sale and that they fully understand the implications and requirements of Rule 144. Different variations or types of Guam Rule 144 Sellers Representation Letters may exist based on specific circumstances, such as: 1. Guam Rule 144 Sellers Representation Letter for Restricted Stock: This variation is used when the seller intends to sell restricted stock under the provisions of Rule 144. 2. Guam Rule 144 Sellers Representation Letter for Control Securities: This type applies when the seller is selling control securities, which are typically those held by company insiders or affiliates. 3. Guam Rule 144 Sellers Representation Letter Non-Affiliate for Private Companies: This variation is tailored to the sale of securities in private companies that are subject to Guam Rule 144 exemptions. These variations may have specific additional requirements or clauses that address unique circumstances relevant to each type of sale. Overall, the Guam Rule 144 Sellers Representation Letter Non-Affiliate plays a crucial role in ensuring the legal and compliant sale of restricted securities by non-affiliate sellers in Guam, under the governing provisions of Rule 144 of the Securities Act.