The Oregon Legend on Stock Certificate is a special notation or marking that indicates the presence of a separate document restricting the transfer of shares associated with the stock certificate. This legend serves as a notice to investors and potential buyers that there are certain limitations on the transferability of shares. The Oregon Legend typically includes keywords that highlight the nature and implications of the separate document. It may contain phrases such as "Restricted Transfer of Shares," "Transfer Restrictions Apply," or "Shares Subject to Transfer Limitations." These keywords emphasize the need for a separate document to be consulted before any transfer of shares can take place. There are different types of Oregon Legends on Stock Certificates referring to separate documents limiting the transfer of shares. Some of these legends include: 1. Voting Rights Restriction: This legend indicates that the shares covered by the certificate have restrictions on voting rights. It highlights that the stockholder may not have full voting privileges or that certain conditions must be met before exercising voting rights. 2. Ownership Transfer Restriction: This legend suggests that the shares covered by the certificate cannot be freely transferred or sold without complying with specific conditions or obtaining prior approval. These conditions or restrictions may be related to the duration of ownership, shareholder status, or other criteria outlined in the separate document. 3. Shareholder Agreement Restriction: This legend signifies that the transfer of shares is subject to the terms and provisions of a shareholder agreement. The separate document will outline the rights and obligations of shareholders, any restrictions on the transfer of shares, and other relevant provisions agreed upon by the stockholders. 4. State Securities Law Restriction: This legend denotes that the transfer of shares must comply with applicable state securities laws and regulations. It serves as a reminder that any transfer or sale needs to comply with specific requirements set forth by state authorities. It is crucial for investors and potential stockholders to review and understand the details contained within the separate document referred to in the Oregon Legend. This document provides important information on the restrictions and limitations associated with the shares covered by the stock certificate. Consulting legal and financial professionals is highly recommended ensuring compliance and proper understanding of the transfer restrictions before engaging in any share transfer activities.
Oregon Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares
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How to fill out Oregon Legend On Stock Certificate With Reference To Separate Document Restricting Transfer Of Shares?
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You may not sell, assign, pledge, encumber, or otherwise transfer any interest in the Restricted Shares until the dates set forth in the Vesting Schedule set forth below, at which point the Restricted Shares will be referred to as ?Vested.? A Restricted Share shall not be subject to execution, attachment or similar ...
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.
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.
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.
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.
