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Restrictive legends are stamped or printed on the certificate or instrument, face or reverse, of restricted securities and usually begin with ?These securities are not registered . . . . ? Restricted securities that are not represented by a certificate (generally referred to as ?book entry?) will have a notation of ...
Selling unregistered shares is typically considered a felony, but there are exceptions to this rule. SEC Rule 144 lays out the conditions under which unregistered shares may be sold: They must be held for a prescribed period. There must be adequate public information about the security's historical performance.
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.
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.
Another common type of buy-sell agreement is the ?stock redemption? agreement. This is an agreement between shareholders in a company that states when a shareholder leaves the business, whether it be due to retirement, disability, death, or other reason, the departing members shares will be bought by the company.
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.
When a corporation purchases the stock of a departing shareholder, it's called a ?redemption.? When the other stockholders purchase the stock, it's called a cross-purchase. Typically, the redemption versus cross-purchase decision doesn't impact the ultimate control results.
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.