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Sample Rule 144 documents you will find on Practical Law

  • This note discusses the Section 4(a)(1) exemption for resales of securities from the registration requirements of the Securities Act and the safe harbor provided by Rule 144 of the Securities Act.

  • A checklist to aid counsel in determining whether and how Rule 144 may apply to a proposed resale of securities.

  • A discussion of the purpose of restrictive legends driven by the Securities Act of 1933 and parties and documents involved in removing a Securities Act restrictive legend in the context of Rule 144 resales of restricted equity securities

  • A standard form to be used as a starting point for drafting an opinion to a reporting or non-reporting issuer’s transfer agent in connection with a sale of restricted stock in reliance on the safe harbor from registration under the Securities Act of 1933 provided by Rule 144 under the Securities Act

  • A standard form to be used as a starting point for drafting an opinion to an issuer's transfer agent in connection with a sale by an affiliate of the issuer of restricted stock in reliance on the safe harbor from registration under the Securities Act of 1933 provided by Rule 144 under the Securities Act.

  • A standard form to be used as a starting point for drafting a representation letter to be delivered by a non-affiliate seller of restricted securities in reliance on Rule 144 under the Securities Act. 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 letter.

  • A standard form to be used as a starting point for drafting a representation letter to be delivered by an affiliate seller of restricted securities in reliance on Rule 144 under the Securities Act. 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 letter.

  • Flowcharts providing a structural overview of common chains of capital markets transactions in the context of primary offerings through underwriters or initial purchasers, private equity, and PIPE transactions, and grants to management and employees. The flowcharts show how each step in certain common chains of transactions typically complies with the requirement of Section 5 of the Securities Act of 1933 that every offer or sale of a security be either registered with the Securities and Exchange Commission or exempt from registration. The flowcharts include links to resources containing detailed discussions of each type of transaction.

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