The issuer, broker, and legal counsel may rely on such statements as if this letter were addressed to them. I, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule. The following documents must be presented to us with. Sellers representation letter please complete this form. I have not made and will not make, any payment in connection with the execution of the. Shareholder representation letter to remove legend clean. I have attached a copy of the form 144 as filed by me and the information contained thereon is accurate and complete. I am an affiliate of the issuer, as that term is used in rule 144 a1. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. I confirm to you that the statements made on the form and the questionnaire are true and complete. Appointing issuer for sales conforming to the requirements of rule 144, a copy of the affiliate s executed rule 144 representation letter, in a form provided by the broker effecting transactions for the cip, and a form 144, if required in connection with the proposed sale.
Sellers representation letter and statement of non affiliation. Rule 144 sellers representation letter joseph stone capital. Everything you need to know and do now a practical must conference featuring the foremost rule 144 experts. Sellers representations regarding sale of shares in connection with my request to you to sell or transfer shares of stock of the company through glendale securities, inc. If any of the information therein or in this letter. I am familiar with rule 144 and rule 145 of the securities act of 1933, as amended, and agree that you may rely upon the above statements in executing the order referred to above. Neither the seller, nor any person or entity listed below, presently is, or in the prior three months has been an affiliate of the company as that term is used in paragraph a of rule 144 i. I, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the.
I, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the securities act on 1933 by a nonaffiliate of the issuer, to request and authorize the transfer. Proposed removal of restrictive legend pursuant to sec rule 144 promulgated under the. Rule 144 presents a possible exemption from the registration requirement of securities and exchange commission sec. The undersigned has fully paid for, beneficially owned, and held the shares of the company. We will either i purchase the securities directly as a market maker as that term is defined in section 3a 38 of the securities exchange act of 1934 or ii. I have filed, or have caused to be filed, a duly executed form 144 and applicable, a copy with the corresponding securities exchange in full compliance with rule 144. Sellers representation letter please complete this form in. I, the undersigned, referred to as i hereafter submit this letter to you in order to present all facts necessary, pursuant to rule 144 by a nonaffiliate of the issuer, to request and authorize the transfer agent to remove the restriction.
Rule 144 under the securities act of 1933, as amended on february 15, 2008 rule 144. The undersigned is familiar with the act, section 41 therein and rule 144 promulgated thereunder and agrees that you may rely upon the above statements for all purposes. Securities and exchange commission that sets the conditions under which restricted, unregistered, and control securities can. Brokers representation letter and copy of the filed form 144 only necessary for affiliate resales 6. Interactive data file required to be submitted and posted pursuant to rule 405 of regulation s t, during the 12 months preceding such sale, or if the issuer is not subject to the reporting requirements of section or 15d of the exchange act, there is adequate current public information available as defined in rule 144 c2. Sellers representation letter nonaffiliate sales of restricted securities by a nonaffiliate this letter can be used for both, securities exchange act of 1934 reporting companies see. Rule 144 sellers representation letter nonaffiliate to whom it may concern. I propose to sell the abovereferenced shares in the manner permitted by rule 144, in this connection i represent to you and warrant as follows. Shareholder representation letter to remove legend for a nonaffiliate shareholder, who has held shares for more than six months of a nonshell company to corporate stock transfer, inc i request that the restrictive legend be removed from my stock certificates representing shares of common stock of the company, because i.
Nonaffiliate sellers representation letter rule 144k. Securities and exchange commission that sets the conditions under which restricted, unregistered, and control securities can be sold or resold. Six months if issuer is an sec reporting company or one year in accordance with paragraph d of rule 144 as amended on 2152008. Form 144 legal opinion sellers representation letter brokers 144 confirmation letter 0.
Rule 144145 sellers representation letter for affiliates of. Securities act of 1933 the 33 act ladies and gentlemen. Rule 144145 sellers representation letter affiliates of the issuer 1. Rule 144 registration exemption for resale of securities. Rule 144 sellers rep letter capital investment companies.
You will need the original stock certificates, a rule 144 seller s representation letter, a legal opinion letter from qualified securities counsel, and the applicable fees. I am not an affiliate of the issuer or a 10% shareholder of the issuer, during the preceding three. This overview tells you what you need to know about selling your. This letter specifies the date shares were purchased and that they were purchased for investment only. Rule 144 rule 145 in connection with the proposed sale or legend removal by me of the number of shares of common stock of the company indicated above the company, pursuant to the securities act of 1933, i hereby represent to you that. The company is not, and has not been, a shell issuer as described in rule 144 i1. May 01, 2018 rule 144 is a regulation enforced by the u. This form of rule 144 seller s representation letter sets forth a seller s representations in conjunction with the transfer and sale of restricted stock. The undersigned has fully paid for, beneficially owned, and held the shares of the company for a period of. I declare i have answered the questions on this form honestly and to the best of my knowledge.
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