Allegheny Pennsylvania Rule 144 Seller's Representation Letter Non-Affiliate

• Category: Letters - Seller's Representation
• State: Multi-State
• County: Allegheny
• 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. Allegheny Pennsylvania Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in securities transactions to verify that the person selling restricted or controlled securities is not an affiliate of the company. Affiliate simply refers to an individual or entity that directly or indirectly controls, is controlled by, or is under common control with the company. The purpose of this representation letter is to provide assurance to the purchaser and comply with securities laws, specifically Rule 144, which governs the resale of restricted securities in the United States. The Allegheny Pennsylvania Rule 144 Sellers Representation Letter Non-Affiliate includes several key elements to establish non-affiliate status. These elements may vary depending on specific circumstances or requirements of the transaction. Common components of this letter may include the following: 1. Identification of the seller: The letter begins by clearly identifying the seller, including their full name, address, contact information, and any relevant professional affiliations or roles with the company. 2. Acknowledgement of non-affiliate status: The seller explicitly states that they are not an affiliate of the company, meaning they have no direct or indirect control, involvement, or relationship that would classify them as an affiliate. 3. Certification of compliance with Rule 144: The seller affirms that they understand and comply with the provisions of Rule 144, ensuring that the resale of restricted securities follows the requirements set forth by the Securities and Exchange Commission (SEC). 4. Verification of ownership and intentions: The seller discloses the exact nature of their ownership interest in the securities being sold, including when and how these securities were acquired. They also confirm that the securities are being sold solely for their own account and not on behalf of any other party. 5. Verification of no undisclosed agreements: The seller confirms that they are not party to any agreement, arrangement, or understanding that would restrict or limit the sale of the securities or in any way affect the purchaser's ownership or transferability rights. 6. Indemnification and liability: The seller agrees to indemnify the purchaser, the company, its officers, and directors against any losses, claims, or damages resulting from any breach of the representations made in the letter. It is important to note that the specific content and terminology of the Allegheny Pennsylvania Rule 144 Sellers Representation Letter Non-Affiliate may differ based on individual legal requirements, transaction terms, or the preferences of the involved parties. Regarding different types of Allegheny Pennsylvania Rule 144 Sellers Representation Letter Non-Affiliate, it is crucial to consult legal professionals or review specific laws and regulations in Pennsylvania to understand any variations or customized forms that may exist.

Allegheny Pennsylvania Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in securities transactions to verify that the person selling restricted or controlled securities is not an affiliate of the company. Affiliate simply refers to an individual or entity that directly or indirectly controls, is controlled by, or is under common control with the company. The purpose of this representation letter is to provide assurance to the purchaser and comply with securities laws, specifically Rule 144, which governs the resale of restricted securities in the United States. The Allegheny Pennsylvania Rule 144 Sellers Representation Letter Non-Affiliate includes several key elements to establish non-affiliate status. These elements may vary depending on specific circumstances or requirements of the transaction. Common components of this letter may include the following: 1. Identification of the seller: The letter begins by clearly identifying the seller, including their full name, address, contact information, and any relevant professional affiliations or roles with the company. 2. Acknowledgement of non-affiliate status: The seller explicitly states that they are not an affiliate of the company, meaning they have no direct or indirect control, involvement, or relationship that would classify them as an affiliate. 3. Certification of compliance with Rule 144: The seller affirms that they understand and comply with the provisions of Rule 144, ensuring that the resale of restricted securities follows the requirements set forth by the Securities and Exchange Commission (SEC). 4. Verification of ownership and intentions: The seller discloses the exact nature of their ownership interest in the securities being sold, including when and how these securities were acquired. They also confirm that the securities are being sold solely for their own account and not on behalf of any other party. 5. Verification of no undisclosed agreements: The seller confirms that they are not party to any agreement, arrangement, or understanding that would restrict or limit the sale of the securities or in any way affect the purchaser's ownership or transferability rights. 6. Indemnification and liability: The seller agrees to indemnify the purchaser, the company, its officers, and directors against any losses, claims, or damages resulting from any breach of the representations made in the letter. It is important to note that the specific content and terminology of the Allegheny Pennsylvania Rule 144 Sellers Representation Letter Non-Affiliate may differ based on individual legal requirements, transaction terms, or the preferences of the involved parties. Regarding different types of Allegheny Pennsylvania Rule 144 Sellers Representation Letter Non-Affiliate, it is crucial to consult legal professionals or review specific laws and regulations in Pennsylvania to understand any variations or customized forms that may exist.