Franklin Ohio Rule 144 Seller's Representation Letter Non-Affiliate

• Category: Letters - Seller's Representation
• State: Multi-State
• County: Franklin
• 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. Franklin Ohio Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in securities transactions, specifically pertaining to the sale of restricted securities by a non-affiliate (individual or entity not associated with the issuing company) in accordance with Rule 144 of the Securities Act of 1933. This letter serves as a representation and confirmation by the seller that they are eligible to sell the securities under Rule 144 and comply with its requirements. The key purpose of the Franklin Ohio Rule 144 Sellers Representation Letter Non-Affiliate is to provide assurances to the buyer, the issuing company, and any relevant regulatory authorities that the seller is not an insider or affiliate of the company and meets all the necessary criteria to invoke the exemption provided by Rule 144. This exemption allows the sale of restricted securities in the absence of a formal registration statement. It is important to note that while the specific content and language of the Franklin Ohio Rule 144 Sellers Representation Letter Non-Affiliate may vary based on company-specific requirements and legal advice, certain key elements are generally included: 1. Seller Identification: The letter starts with the identification of the selling party, including their full legal name, address, contact details, and any other relevant information. 2. Securities Description: The letter provides a detailed description of the securities being sold, including the type, class, and amount or quantity of shares or other securities involved. 3. Non-Affiliate Status: The seller explicitly represents that they are not an affiliate of the issuing company. This means they are not a director, officer, or any other role that may have a significant relationship with the company. 4. Holding Period Compliance: The seller confirms that they have held the securities for an appropriate period of time as required by Rule 144. This holding period typically ranges from six months to one year, depending on the circumstances. 5. Current Public Information: The seller acknowledges and confirms that the issuing company has made the necessary public information available as required by Rule 144, enabling potential buyers to make an informed decision. 6. Intended Selling Method: The letter outlines the intended method of selling the securities, such as through a broker-dealer, privately negotiated transaction, or any other permissible method under Rule 144. Different types of Franklin Ohio Rule 144 Sellers Representation Letter Non-Affiliate may have variations in wording or additional provisions based on specific circumstances or additional representations required by the issuing company, legal jurisdiction, or other relevant factors. It is crucial for the seller to seek professional legal advice when preparing this letter to ensure compliance with all applicable laws and regulations.

Franklin Ohio Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in securities transactions, specifically pertaining to the sale of restricted securities by a non-affiliate (individual or entity not associated with the issuing company) in accordance with Rule 144 of the Securities Act of 1933. This letter serves as a representation and confirmation by the seller that they are eligible to sell the securities under Rule 144 and comply with its requirements. The key purpose of the Franklin Ohio Rule 144 Sellers Representation Letter Non-Affiliate is to provide assurances to the buyer, the issuing company, and any relevant regulatory authorities that the seller is not an insider or affiliate of the company and meets all the necessary criteria to invoke the exemption provided by Rule 144. This exemption allows the sale of restricted securities in the absence of a formal registration statement. It is important to note that while the specific content and language of the Franklin Ohio Rule 144 Sellers Representation Letter Non-Affiliate may vary based on company-specific requirements and legal advice, certain key elements are generally included: 1. Seller Identification: The letter starts with the identification of the selling party, including their full legal name, address, contact details, and any other relevant information. 2. Securities Description: The letter provides a detailed description of the securities being sold, including the type, class, and amount or quantity of shares or other securities involved. 3. Non-Affiliate Status: The seller explicitly represents that they are not an affiliate of the issuing company. This means they are not a director, officer, or any other role that may have a significant relationship with the company. 4. Holding Period Compliance: The seller confirms that they have held the securities for an appropriate period of time as required by Rule 144. This holding period typically ranges from six months to one year, depending on the circumstances. 5. Current Public Information: The seller acknowledges and confirms that the issuing company has made the necessary public information available as required by Rule 144, enabling potential buyers to make an informed decision. 6. Intended Selling Method: The letter outlines the intended method of selling the securities, such as through a broker-dealer, privately negotiated transaction, or any other permissible method under Rule 144. Different types of Franklin Ohio Rule 144 Sellers Representation Letter Non-Affiliate may have variations in wording or additional provisions based on specific circumstances or additional representations required by the issuing company, legal jurisdiction, or other relevant factors. It is crucial for the seller to seek professional legal advice when preparing this letter to ensure compliance with all applicable laws and regulations.