The Washington Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is a crucial aspect of stock ownership and transfer in Washington State. This legend is a statement or notification printed on a stock certificate which refers to a separate document containing restrictions on the transferability of shares. The purpose of this legend is to alert shareholders to the existence of specific limitations or conditions that apply to the sale or transfer of their shares. One type of Washington Legend often found on stock certificates is the "Restricted Stock Legend." This legend signifies that the shares being issued or held are subject to certain restrictions, such as holding period requirements, voting rights limitations, or restrictions on transfer to specific individuals or entities. Another type of Washington Legend that may be present on a stock certificate is the "Drag-Along Legend." This legend allows majority shareholders to force minority shareholders to sell their shares in the event of a sale of the company or a specified portion of the company's assets. It ensures that all shareholders have the same opportunity to sell their shares under predetermined conditions. Furthermore, the "Tag-Along Legend" is yet another type of Washington Legend that can be included on stock certificates. This legend grants minority shareholders the right to tag along and sell their shares in the event a majority shareholder decides to sell their stake in the company. It provides minority shareholders with the opportunity to participate in a sale on the same terms and conditions as the majority shareholder. Overall, the Washington Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares serves as a vital notice to shareholders about the specific restrictions and conditions placed on the transfer or sale of their shares. These legends can vary depending on the nature of the restrictions, and may include the Restricted Stock Legend, Drag-Along Legend, and Tag-Along Legend, among others. Paying close attention to these legends and the accompanying separate document is crucial for shareholders to understand the limitations on their stock ownership and transfer rights.
Washington Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares
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Form 144 must be filed with the SEC by an affiliate as a notice of the proposed sale of securities when the amount to be sold under Rule 144 during any three-month period exceeds 5,000 shares or units or has an aggregate sales price in excess of $50,000.
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.
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.
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.
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.
These legends typically include a warning that the contents may be confidential, as well as a purported restriction that the contents may not be reproduced, used, or disclosed to others without permission of the owner. The legend may include a claim of copyright in the materials, as well.
Section 144 of the Criminal Procedure Code (CrPC) of 1973 authorises the Executive Magistrate of any state or territory to issue an order to prohibit the assembly of four or more people in an area. ing to the law, every member of such 'unlawful assembly' can be booked for engaging in rioting.
The Role of a Transfer Agent 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.
