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Florida Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares

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US-1058BG
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A Legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. The Securities Act of 1933 regulates the initial sale of securities to the public. Some securities are exempt from coverage of the Act. Certain stock issue transactions are also exempt (i.e., exempt from registration with the Securities and Exchange Commission). This Legend restricts the transfer of stock in accordance with the Articles of Incorporation or the Corporation's Bylaws or a Shareholder's Buy Sell Agreement.

The Florida Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is a legal provision that is commonly found on stock certificates issued by companies based in the state of Florida. This provision serves as a notice to the stockholder and potential transferees that there may be restrictions or limitations on the transferability of the shares as outlined in a separate document. One type of Florida Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is the "Restricted Stock Legend." This legend indicates that the shares are subject to certain restrictions that may prevent their immediate transfer or require compliance with specific conditions before transferring them. Another type of Florida Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is the "Preemptive Rights Legend." This legend signifies that existing shareholders have the right to purchase additional shares before they are made available to external parties. This provision can protect the existing shareholders' ownership percentages and prevent dilution. The purpose of including these legends on the stock certificate is to provide notice to the stockholder and others that there are additional restrictions on the transfer of shares, and these restrictions can only be found in a separate document. By referencing the separate document, the stockholder can become aware of any limitations, requirements, or conditions associated with transferring the shares. This separate document, often referred to as a "Transfer Restriction Agreement" or "Shareholder Agreement," contains the detailed terms and conditions regarding the transfer of shares. It may include provisions such as holding periods, consent requirements, rights of first refusal, or restrictions on transfers to competitors or insiders. The Florida Legend on Stock Certificate ensures that any potential transferee is aware of these restrictions before acquiring the shares. It is crucial for stockholders to carefully review the separate document to understand the implications of transferring the shares. Failure to comply with the transfer restrictions outlined in the separate document may result in legal consequences, such as the invalidation of the transfer or breach of contract claims. In summary, the Florida Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares serves as a notice to stockholders and potential transferees that there may be limitations or restrictions on the transferability of shares. By referencing a separate document, this provision ensures that anyone interested in acquiring the shares is aware of the specific transfer restrictions they must adhere to.

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FAQ

Holding period. A six-month holding period is required for ?restricted securities? of an issuer that has been a reporting company for at least 90 days.

Only a transfer agent can complete the task of removing a restrictive stock legend. The transfer agent will require an opinion letter from the issuer's counsel or from his or her own lawyer plus 144 papers completed by a broker?stating that the restricted legend can be removed.

A restricted security must bear a legend giving notice of the restrictions. That legend which must be removed after the restrictions are lifted. A security with a legend cannot be transferred or sold and must be removed before any transaction.

If you want to dispose of or move restricted or control securities, the rules and states of the legend and standard transfer necessities must be met. Before the transaction is approved, the issuer's attorney must audit the legend, legal opinion letter, and letter of instructions.

You may not sell, assign, pledge, encumber, or otherwise transfer any interest in the Restricted Shares until the dates set forth in the Vesting Schedule set forth below, at which point the Restricted Shares will be referred to as ?Vested.? A Restricted Share shall not be subject to execution, attachment or similar ...

The purpose of the restrictive legend or notation is to protect the issuing company from loosing its private placement exemption for the initial sale of the securities and to notify the investor that the restricted securities cannot be resold into the public securities market without satisfying certain requirements.

In order to have the legend on a stock certificate removed, investors should contact the company's shareholder relations department to find out the details of the removal process. Following that, the company will send a confirmation authorizing its transfer agent to remove the legend.

Restricted securities must be fully paid for and beneficially owned for a period of at least one year prior to sale. There is no required holding period for control securities that are not also restricted securities.

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Jan 16, 2013 — Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless the issuer consents—usually in ... RULE 144 LEGEND REMOVAL AND PRIVATE TRANSFER. For removing the legend for a non-affiliate to immediately transfer the shares to a different registration name.1. Submit the certificate with the Transfer Instruction Letter and an acceptable Medallion Signature Guarantee. · 2. Submit a confirmation of sale letter signed ... A Legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. The ... A Legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. When restricted securities become eligible for resale under Rule 144, shareholders often seek to remove the Restricted Legend from their stock certificates and ... The Shares represented by this certificate are subject to certain restrictions against transfer by the terms of an agreement entered into by this ... A legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. This article provides information and procedures to help remove a restricted stock legend from restricted stock. Such legend shall be removed if the assessment on the shares evidenced by the certificate is paid or if the shares are sold to pay the assessment or forfeited ...

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Florida Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares