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Rule 144 Seller's Representation Letter Non-Affiliate

Bexar Texas Rule 144 Seller's Representation Letter Non-Affiliate

Name: Bexar Texas Rule 144 Seller's Representation Letter Non-Affiliate
Brand: US Legal Forms
Rating: 4.78 (497 reviews)

Category:

Letters - Seller's Representation

State:

Multi-State

County:

Bexar

Control #:

US-1044BG

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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.

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Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time.

affiliate is not required to comply with the manner of sale requirement, volume limitation or Form 144 filing obligation of Rule 144 in connection with the sale of restricted stock. Those requirements apply only to sales by affiliates.

The seller of "restricted" or "control" securities must comply with Rule 144 to obtain the benefit of the exemption from registration provided by Section 4(a)(1) of the Securities Act for resales by persons who are not underwriters.

Rule 144 at (a)(1) defines an affiliate of an issuing company as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.

(Rule 144 Resale) Summary. This form of broker's representation letter may be used in connection with a resale of restricted securities by an affiliate of the issuer in reliance on Rule 144 (17 C.F.R. § 230.144) under the Securities Act of 1933, as amended (Securities Act).

Counsel delivering an opinion as part of a Rule 144 sale typically relies on, among other things, a representation letter from the seller to establish certain facts underlying the opinion, and the seller's broker and the issuer's transfer agent may require a similar representation letter.

A seller representation agreement, also known as a listing agreement, is an agreement between a seller of real estate and a brokerage firm that provides detailed information on the property being sold. It forms the foundation of negotiations between the seller and the buyer through an agent.

Rule 144 does not apply to private transactions, including sales, gifts, estate distributions and pledges, but does apply to the purchaser, donee, beneficiary and pledgee, when they sell the stock into the public market.

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Regulations in the unincorporated areas of the county. 30, Investment Representations, 17., In the Supreme Court of Texas Misc. 14B; provided that no Permitted Seller Note shall (i) be. Legal Status and Use of Seals and Logos. The seal of the National Archives and Records Administration. The information in this prospectus is not complete and may be changed. Independent Lead Director whose duties are described in the following section. Lead Director and Meetings of Non-Management Directors. Fiduciary Duties of Partners and Affiliates .

Bexar Texas Rule 144 Seller's Representation Letter Non-Affiliate

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