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

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US-1058BG
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Description

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.

Oklahoma Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is a unique and important aspect of stock ownership in Oklahoma. This legend is typically found on stock certificates issued by companies based in Oklahoma and serves as a notice to shareholders regarding certain transfer restrictions that may be imposed on the shares they own. These restrictions are often associated with a separate document, commonly referred to as a "restriction agreement," which outlines the terms and conditions under which the shares can be transferred. The Oklahoma Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is designed to inform shareholders and potential buyers of the existence of additional restrictions that may impact the transferability of the shares. This legend serves as a reminder that shareholders must comply with the specific terms outlined in the separate document before transferring their shares. There can be different types of Oklahoma Legends on Stock Certificates that reference a Separate Document Restricting Transfer of Shares, such as: 1. Limited Transfer Legend: This legend indicates that the shares are subject to restrictions on transfer, either entirely or in specific circumstances. The separate document outlines the conditions under which the shares can be transferred, such as obtaining approval from the company or meeting certain eligibility criteria. 2. Right of First Refusal Legend: This legend signifies that before a shareholder can transfer their shares to a third party, they must first offer the shares to existing shareholders. The separate document specifies the process and terms for exercising this right of first refusal. 3. Lock-Up Legend: This legend indicates that the shares are subject to a lock-up period during which the shareholder is prohibited from selling or transferring the shares. The separate document outlines the duration of the lock-up period and any exceptions or conditions that may apply. 4. Buy-Sell Agreement Legend: This legend refers to a separate document establishing a buy-sell agreement among shareholders. It states that if a shareholder wishes to sell their shares, they must first offer them to the other parties involved in the agreement at a predetermined price or according to a specific valuation method. 5. Voting Agreement Legend: This legend indicates that the shares are subject to a voting agreement among shareholders. The separate document outlines the voting rights and obligations associated with the shares, including any restrictions on transferring the shares without unanimous consent from the other parties to the agreement. It is important for holders of stock certificates to carefully review the Oklahoma Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares and the corresponding separate document before attempting to transfer their shares. Failure to comply with the outlined restrictions may lead to legal consequences or challenges in transferring the shares.

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FAQ

Restricted stock refers to unregistered shares of ownership in a corporation that are issued to corporate affiliates, such as executives and directors. Restricted stock is non-transferable and must be traded in compliance with special Securities and Exchange Commission (SEC) regulations.

Rule 144 is a set of regulations that outline the conditions in which the sale of unregistered or restricted stock shares can be sold. Typically, criteria must be met before a sale is allowed, including a minimum period in which the stock should be held, which can be up to one year.

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.

Removing a restricted stock legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.

In general, restricted securities are acquired in a nonpublic transaction (private placement). Such securities are unregistered, can only be resold under certain conditions and usually bear a legend to that effect.

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.

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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 ... Restricted stock certificates customarily bear a legend identifying them as restricted. The main purpose of a restrictive legend is to prevent shareholders from ...The shares represented by this certificate are subject to restrictions on Beneficial Ownership, Constructive Ownership and Transfer for the purpose of 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. The ... 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 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. The Participant acknowledges that any stock certificate representing Common Stock purchased under such circumstances will be issued with a restricted securities ... A stock power can be located on the reverse side of a stock certificate or can be a separate form to complete. A stock transfer request form is another form ...

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