New Mexico Rule 144 Seller's Representation Letter Non-Affiliate
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FAQ
Rule 144 is a safe harbor under Section 4(1) of the 1933 Act, originally adopted in 1972 and amended several times since then, that permits the public or private resale of restricted securities if certain conditions are met, including the satisfaction of applicable holding periods. D.
Rule 144(f) allows securities to be sold directly to market makers, as that term is defined in Section 3(a)(38) of the Exchange Act. The market maker exception will apply only if the market-making firm purchases the Rule 144 securities as principal.
Rule 144 applies to the sale into the public securities market of restricted stock by anyone and of unrestricted stock sold by a controlling person (affiliate) of an issuing company. Sales into the public market involve a brokerage firm and are not face-to-face sales negotiated between a seller and a buyer.
affiliate of a nonreporting issuer must hold the securities for one year before any public resale. After one year, a nonaffiliate may freely resell such securities without regard to any of the Rule 144 conditions.
Shareholder Representation Letter means a letter, in form and substance reasonably satisfactory to the Company, to be executed by the shareholders of Zoi containing provisions addressing stock ownership, securities law investment representations and such other matters consistent with this Agreement as the Company may
Counsel delivering an opinion as part of a Rule 144 sale typically relies on, among other things, a representation letter from the seller to establish certain facts underlying the opinion, and the seller's broker and the issuer's transfer agent may require a similar representation letter.
(Rule 144 Resale) Summary. This form of broker's representation letter may be used in connection with a resale of restricted securities by an affiliate of the issuer in reliance on Rule 144 (17 C.F.R. § 230.144) under the Securities Act of 1933, as amended (Securities Act).
Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time.
Rule 144 is the most common exemption that allows the resale of unregistered securities in the public stock market, which is otherwise illegal in the U.S. The regulation gives a specific set of conditions that a shareholder must meet in order to sell unregistered, "restricted," or "controlled" securities in the public
Seller Representative means the person(s) so designated on Schedule C hereto or any other person designated in a writing signed by Seller and delivered to Escrow Agent and the Purchaser Representative in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow
