Phoenix Arizona Rule 144 Seller's Representation Letter Non-Affiliate

• Category: Letters - Seller's Representation
• State: Multi-State
• City: Phoenix
• 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. A Phoenix Arizona Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that outlines the representation and warranties made by a seller who is a non-affiliate and intends to sell restricted securities under Rule 144 of the Securities Act of 1933 in Phoenix, Arizona. This letter is crucial as it provides important disclosures and assurances from the seller to potential buyers regarding the nature of the securities being sold and compliance with the regulatory requirements of Rule 144. It is designed to protect the interests of both the seller and the buyer during the transaction. The contents of a Phoenix Arizona Rule 144 Sellers Representation Letter Non-Affiliate may include: 1. Identification: The letter begins by clearly identifying the non-affiliate seller, including their legal name, address, and contact information. 2. Statement of Non-Affiliate Status: The seller confirms that they are not an affiliate of the issuer of the securities, indicating that they have no direct or indirect control over the issuer or its management. 3. Description of Securities: Detailed information about the securities being sold, such as the type (common stock, preferred stock, etc.), quantity, and any relevant stock symbols or identifiers. 4. Rule 144 Compliance: The seller attests that they have complied with all the requirements of Rule 144, such as the holding period, current public information, and limitations on the amount of securities sold. 5. Material Information: The letter discloses any material information relating to the issuer or the securities that could affect the buyer's investment decision. This may include financial statements, legal proceedings, or any known risks associated with the securities. 6. Authorization and Validity: The seller confirms that they have the legal right, power, and authority to sell the securities, and that the transaction is valid and binding. 7. Indemnification: The letter may include indemnification provisions, where the seller agrees to hold harmless and indemnify the buyer and other relevant parties in case of any misrepresentation or breach of the representations and warranties made. 8. Governing Law and Jurisdiction: This section specifies that the letter is governed by the laws of the state of Arizona, and any disputes will be resolved in the appropriate courts of Phoenix, Arizona. Different types of Phoenix Arizona Rule 144 Sellers Representation Letter Non-Affiliate may vary depending on the specific circumstances of the sale or the preferences of the parties involved. However, the core content and purpose of the letter remain consistent to ensure compliance with Rule 144 and provide necessary disclosures and assurances in a non-affiliated seller's securities transaction in Phoenix, Arizona.

A Phoenix Arizona Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that outlines the representation and warranties made by a seller who is a non-affiliate and intends to sell restricted securities under Rule 144 of the Securities Act of 1933 in Phoenix, Arizona. This letter is crucial as it provides important disclosures and assurances from the seller to potential buyers regarding the nature of the securities being sold and compliance with the regulatory requirements of Rule 144. It is designed to protect the interests of both the seller and the buyer during the transaction. The contents of a Phoenix Arizona Rule 144 Sellers Representation Letter Non-Affiliate may include: 1. Identification: The letter begins by clearly identifying the non-affiliate seller, including their legal name, address, and contact information. 2. Statement of Non-Affiliate Status: The seller confirms that they are not an affiliate of the issuer of the securities, indicating that they have no direct or indirect control over the issuer or its management. 3. Description of Securities: Detailed information about the securities being sold, such as the type (common stock, preferred stock, etc.), quantity, and any relevant stock symbols or identifiers. 4. Rule 144 Compliance: The seller attests that they have complied with all the requirements of Rule 144, such as the holding period, current public information, and limitations on the amount of securities sold. 5. Material Information: The letter discloses any material information relating to the issuer or the securities that could affect the buyer's investment decision. This may include financial statements, legal proceedings, or any known risks associated with the securities. 6. Authorization and Validity: The seller confirms that they have the legal right, power, and authority to sell the securities, and that the transaction is valid and binding. 7. Indemnification: The letter may include indemnification provisions, where the seller agrees to hold harmless and indemnify the buyer and other relevant parties in case of any misrepresentation or breach of the representations and warranties made. 8. Governing Law and Jurisdiction: This section specifies that the letter is governed by the laws of the state of Arizona, and any disputes will be resolved in the appropriate courts of Phoenix, Arizona. Different types of Phoenix Arizona Rule 144 Sellers Representation Letter Non-Affiliate may vary depending on the specific circumstances of the sale or the preferences of the parties involved. However, the core content and purpose of the letter remain consistent to ensure compliance with Rule 144 and provide necessary disclosures and assurances in a non-affiliated seller's securities transaction in Phoenix, Arizona.