What are the ownership and transfer restrictions imposed by the Securities Act?
Shares originally sold by the Company to investors in the United States are considered “restricted securities” under the Securities Act and may be offered, resold, pledged or otherwise transferred only (1) within the United States to a person whom the seller reasonably believes is a “qualified institutional buyer” as defined in, and in a transaction meeting the requirements of, Rule 144A under the Securities Act or (2) outside the United States in a transaction complying with the provisions of Rule 903 and Rule 904 of Regulation S under the Securities Act. The Securities Act restrictions apply only to the Shares initially sold by the Company to investors in the United States (and cease applying to those Shares once they have been sold in a Regulation S transaction as described in clause (2) above).
Related Questions
- I am handling the estate of a deceased relative. How do I transfer ownership of the securities from the name of the deceased to the person inheriting the securities?
- Who is the authorized person to furnish the report under section 92E of the Transfer Pricing Regulation Act?
- What are the ownership and transfer restrictions imposed by ERISA, the Code and similar laws?
