Wyoming Legend on Stock Certificate Giving Notice of Restriction on Transfer due to Stock Redemption Agreement Requiring First an Offer to the Corporation and then an Offer to other Stockholders

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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. A stock redemption agreement is a contract between a corporation and the stockholder, where the corporation repurchases the stock from the owner

The Wyoming Legend on Stock Certificate is a specific notation found on stock certificates issued by corporations in the state of Wyoming. It serves as a notice of a restriction on the transfer of the stock due to a stock redemption agreement. This agreement requires that, before transferring the stock to any other party, the owner must first offer it for redemption to the corporation itself and subsequently offer it to other stockholders. This restriction is implemented to protect the interests of the corporation and the existing shareholders. By having the first right of refusal, the corporation ensures that it has the opportunity to buy back the stock at a fair price, thereby maintaining control over the ownership structure. The offer requirement to other stockholders aims to provide them with an opportunity to increase their ownership stake should they be interested. The Wyoming Legend on Stock Certificate, signaling the restriction, is typically detailed in the terms and conditions section of the certificate. It may be named differently depending on the specific variations of the stock redemption agreement. Some possible types of Wyoming Legends on Stock Certificates giving notice of the restriction on transfer due to a stock redemption agreement requiring first an offer to the corporation and then an offer to other stockholders could include: 1. Wyoming Legend — Right of First Refusal: This type of legend highlights the first step in the transfer restriction process, indicating that the stock must be offered to the corporation for redemption before any other transfer can take place. It signifies that the corporation has the right to match any offer made by a third party. 2. Wyoming Legend — Second Offer to Fellow Stockholders: This particular legend pertains to the subsequent step of the transfer process. Once the corporation declines to redeem the stock, the holder then must offer it to other stockholders before considering alternative transfers. It notifies other shareholders of their opportunity to acquire the shares. 3. Wyoming Legend — Restricted Transfer: This broader, more generalized legend is used when both steps of the transfer restriction process are combined. It highlights that the stock has restrictions on its transferability due to a stock redemption agreement, requiring both an offer to the corporation and subsequent offers to other stockholders. These variations of the Wyoming Legend on Stock Certificates ensure transparency and emphasize the existence of transfer restrictions, enabling potential buyers and shareholders to be aware of the pertinent agreement.

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Corporate bylaws are legally required in Wyoming. In most cases, the board of directors adopts initial bylaws at the first organizational meeting.

Most importantly, a stock redemption plan provides tax-free, cash resources to pay a deceased owner's surviving family for their share of the business. Without extra funds available, a business might otherwise have to liquidate or sell assets in order to stay afloat during such a challenging time.

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.

A stock redemption agreement is a buy-sell agreement between a private corporation and its shareholders. The agreement stipulates that if a triggering event occurs, the company will purchase shares from the shareholder upon their exit from the company.

Authority to transact business required. (a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.

Unlike a redemption, which is compulsory, selling shares back to the company with a repurchase is voluntary. However, a redemption typically pays investors a premium built into the call price, partly compensating them for the risk of having their shares redeemed.

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.

Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by the requisite number of members of the board.

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“Original Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares ... E. The Corporation has agreed to pay the Unpaid Dividends and Service Fees, and to redeem all Stock owned by each Seller (the “Redemption”), and ...A corporation organized under the Wyoming Business Corporation. Act or the Wyoming Statutory Close Corporation Supplement, whose capital stock is owned ... In addition, such certificates shall bear any other legend as may be required by law. (j) Upon the giving by the Holder to Issuer of the written notice of ... ... a condition (with certain exceptions). The Transferors or EchoStar may also terminate the Purchase Agreement if the other party is in breach in any material ... by WJ Carney · 1977 · Cited by 16 — The placing of such a legend on a certificate voids any transfer which would result in a violation of the numerical limitation. CAL. CORP. CODE. § 418(d) ... This free Stock Purchase Agreement documents the purchase and sale of stock, detailing the terms and conditions of the transaction. Download it today. The Notes are guaranteed by the Company and the Subsidiary Guarantors on a senior unsecured basis. In connection with the Notes Offering, GEOCH received gross ... Holders of Series A Preferred Stock have no right to require the Corporation to redeem their Series A Preferred Stock. (f) No Conversion Prior to Redemption ... If fewer than all the shares represented by any certificate are redeemed at any time, a new certificate shall be issued representing the unredeemed shares ...

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Wyoming Legend on Stock Certificate Giving Notice of Restriction on Transfer due to Stock Redemption Agreement Requiring First an Offer to the Corporation and then an Offer to other Stockholders