Transfer Under Rule 145(d) Clause Samples
The "Transfer Under Rule 145(d)" clause governs the conditions under which securities acquired in certain business combination transactions, such as mergers or asset transfers, may be resold by the recipients. Specifically, it outlines the restrictions and requirements imposed by the Securities and Exchange Commission (SEC) under Rule 145(d), which often include holding periods and limitations on public resale unless the securities are registered or an exemption applies. This clause ensures compliance with federal securities laws by preventing unregistered public distributions and clarifying when and how such securities can be legally transferred, thereby protecting both issuers and investors from inadvertent violations.
Transfer Under Rule 145(d). If the undersigned desires to sell or otherwise transfer the shares of Purchaser Common Stock received by him or her in connection with the Merger at any time during the restrictive period set forth in Rule 145(d), the undersigned will provide the necessary representation letter to the Transfer Agent for Purchaser Common Stock, together with such additional information as the Transfer Agent may reasonably request. If Purchaser’s counsel concludes that such proposed sale or transfer complies with the requirements of Rule 145(d), Purchaser shall cause such counsel, at Purchaser’s expense, to provide such opinions as may be necessary to Purchaser’s Transfer Agent so that the undersigned may complete the proposed sale or transfer.
Transfer Under Rule 145(d). If I desire to sell, transfer or otherwise dispose of any IBKC Shares during the restrictive period set forth in Rule 145(d), I will provide the necessary representation letter to IBKC’s transfer agent together with such additional information as the transfer agent may reasonably request. IBKC will request its transfer agent to send a copy of such representation letter and other information to IBKC’s counsel. If IBKC’s counsel concludes that such proposed disposition complies with Rule 145(d) or another available exemption, IBKC shall request such counsel, at IBKC’s expense, to provide such opinions as may be necessary to IBKC’s transfer agent so that I may complete the proposed disposition. If such counsel is unable to so conclude, such counsel will immediately notify me of the reasons and of any action that would enable such counsel to conclude that such proposed disposition complies with Rule 145(d) or another available exemption.