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Indiana 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 Indiana Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is a specific requirement for stock certificates issued by companies registered in the state of Indiana. This unique legend serves as a notice to potential shareholders and investors about the existence of a separate document that restricts the transfer of shares. The purpose of this legend, often found on the face or reverse side of the stock certificate, is to alert the shareholder and any subsequent transferees that there are certain limitations or conditions imposed on the transferability of the shares they hold or intend to acquire. The exact wording of the Indiana Legend may vary depending on the specific requirements set forth by the state's legislation or regulatory bodies. However, it generally includes language similar to the following: "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AS SET FORTH IN A SEPARATE DOCUMENT GOVERNING THE TRANSFER OF SHARES. A COPY OF SUCH DOCUMENT, WHICH RESTRICTS THE TRANSFERABILITY OF THESE SHARES, MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY UPON REQUEST." The purpose of referencing a separate document restricting transfer is to ensure that potential shareholders are aware of any limitations placed on the transferability of shares, such as restrictions related to transfer to certain individuals or entities, mandatory pre-approval requirements, or specific holding period obligations. Different variations of the Indiana Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares may exist based on the specific terms set forth in the separate document restricting transfer. Some possible variations or types of legends may include: 1. Non-Transferability Legend: This legend restricts the transfer of shares entirely, meaning that the shares cannot be transferred to any other individual or entity without the approval of the company or other governing authority. 2. Pre-Approval Legend: This legend stipulates that any transfer of shares must be pre-approved by the company or governing body before it can proceed. It ensures that the company has the opportunity to review and potentially deny any transfer requests. 3. Restricted Parties Legend: This legend places limitations on the transfer of shares to specific individuals or entities, such as prohibiting transfers to competitors, family members, or certain categories of investors. It is important for shareholders and potential investors to carefully review the Indiana Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares, as well as the associated separate document, to fully understand the restrictions and conditions pertaining to the transferability of their shares. This can ensure compliance with the law and prevent any unintended violations of the stock transfer regulations in Indiana.

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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.

Once vested, restricted shares are assigned a fair market value. Restricted shares may also be restricted by a double-trigger provision. That means that an employee's shares become unrestricted if the company is acquired by another and the employee is fired in the restructuring that follows.

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.

The process of removing the restrictive legend from a stock certificate is done only to facilitate a public resale, and in no way alleviates an investor from complying with all aspects of Rule 144 at all times.

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.

Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer?usually in the form of an opinion letter from the issuer's counsel?that the restrictive legend can be removed.

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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. 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 ...Restricted stock certificates customarily bear a legend identifying them as restricted. The main purpose of a restrictive legend is to prevent shareholders from ... Restricted stock frequently will have a legend printed on the back of the stock certificate(s) stating that the shares cannot be sold or transferred without ... A stock certificate is documentation of a shareholder's ownership in a corporation. It indicates the number of shares owned by an individual, the par value (if ... 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 ... The Shares represented by this certificate are subject to certain restrictions against transfer by the terms of an agreement entered into by this ... This article provides information and procedures to help remove a restricted stock legend from restricted stock. A separate Stock Power Form is needed for each account and company of stock you are transferring. 3. List the current registration names/ownership title as it. 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.

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