Legends Transfer Agent Instructions Sample Clauses
The "Legends; Transfer Agent Instructions" clause defines how securities legends—notations on stock certificates or electronic records indicating restrictions on transfer—are managed and instructs the transfer agent on their application or removal. In practice, this clause typically specifies when and how restrictive legends should be affixed to or removed from securities, such as after a holding period or upon satisfaction of legal requirements, and directs the transfer agent to follow these procedures. Its core function is to ensure compliance with securities laws and contractual restrictions, while also facilitating the smooth transfer of securities when permitted.
Legends Transfer Agent Instructions. Seller’s transfer agent will be instructed to issue one or more certificate(s) representing the Shares. The certificates representing the Shares will have legends that, among other items, provide that the Shares may not be sold for a period of two (2) years from issuance without the Seller’s express written consent and thereafter only in accordance with the provisions of Regulation S of the 1933 Act (“Regulation S”), pursuant to an exemption from the registration requirements of the 1933 Act or pursuant to an effective registration statement covering the resale pf the Shares, and the transfer agent will be notified to stop the transfer of any Shares until the date two (2) years from the date of issuance. The certificate(s) shall also have a legend providing that no hedging transactions shall be permitted other than in accordance with the 1933 Act.
Legends Transfer Agent Instructions