Rule 144 Affiliate

• Category: Letters - Seller's Representation
• State: Multi-State
• County: Nassau
• 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. The Nassau New York Rule 144 Sellers Representation Letter Non-Affiliate is an important document used in securities transactions to comply with the securities law regulations set forth by the Securities and Exchange Commission (SEC). This representation letter plays a crucial role in ensuring that sellers of restricted securities to non-affiliate buyers under Rule 144 are in compliance with the legal requirements. Keywords related to the Nassau New York Rule 144 Sellers Representation Letter Non-Affiliate: 1. Nassau New York: Referring to the geographical location where the representation letter is applicable, namely Nassau County in the state of New York. 2. Rule 144: Referring to SEC Rule 144, which provides a safe harbor exemption for the sale of restricted securities under certain conditions. 3. Seller's Representation Letter: A document prepared by the seller of restricted securities affirming that they comply with the legal requirements outlined in Rule 144. 4. Non-Affiliate: The buyer of the restricted securities who is not affiliated with the issuer or any controlling party, as per the definition set forth by the SEC. Different types or variations of the Nassau New York Rule 144 Sellers Representation Letter Non-Affiliate may include: 1. Individual Seller's Representation Letter: A representation letter submitted by an individual seller of restricted securities to a non-affiliate buyer. 2. Corporate Seller's Representation Letter: A representation letter submitted by a corporate entity or issuer of restricted securities to a non-affiliate buyer. 3. Institutional Seller's Representation Letter: A representation letter submitted by a financial institution or investment entity selling restricted securities to a non-affiliate buyer. 4. Updated Seller's Representation Letter: A revised or updated version of the representation letter that reflects changes in the seller's circumstances or new information affecting the sale of restricted securities. It's essential to adapt the information and format of the Nassau New York Rule 144 Sellers Representation Letter Non-Affiliate to the specific circumstances of the transaction and seek legal advice when necessary to ensure compliance with all relevant laws and regulations.

The Nassau New York Rule 144 Sellers Representation Letter Non-Affiliate is an important document used in securities transactions to comply with the securities law regulations set forth by the Securities and Exchange Commission (SEC). This representation letter plays a crucial role in ensuring that sellers of restricted securities to non-affiliate buyers under Rule 144 are in compliance with the legal requirements. Keywords related to the Nassau New York Rule 144 Sellers Representation Letter Non-Affiliate: 1. Nassau New York: Referring to the geographical location where the representation letter is applicable, namely Nassau County in the state of New York. 2. Rule 144: Referring to SEC Rule 144, which provides a safe harbor exemption for the sale of restricted securities under certain conditions. 3. Seller's Representation Letter: A document prepared by the seller of restricted securities affirming that they comply with the legal requirements outlined in Rule 144. 4. Non-Affiliate: The buyer of the restricted securities who is not affiliated with the issuer or any controlling party, as per the definition set forth by the SEC. Different types or variations of the Nassau New York Rule 144 Sellers Representation Letter Non-Affiliate may include: 1. Individual Seller's Representation Letter: A representation letter submitted by an individual seller of restricted securities to a non-affiliate buyer. 2. Corporate Seller's Representation Letter: A representation letter submitted by a corporate entity or issuer of restricted securities to a non-affiliate buyer. 3. Institutional Seller's Representation Letter: A representation letter submitted by a financial institution or investment entity selling restricted securities to a non-affiliate buyer. 4. Updated Seller's Representation Letter: A revised or updated version of the representation letter that reflects changes in the seller's circumstances or new information affecting the sale of restricted securities. It's essential to adapt the information and format of the Nassau New York Rule 144 Sellers Representation Letter Non-Affiliate to the specific circumstances of the transaction and seek legal advice when necessary to ensure compliance with all relevant laws and regulations.