Rule 144 opinions

Rule 144 Opinion means an opinion letter prepared by legal counsel of the Purchaser, which is acceptable to the Parent's transfer agent, stating that the subject securities of the Purchaser may be resold by the Seller or its Affiliates without registration in reliance of Rule 144 promulgated under Securities Act.

What is a 144 opinion?

Rule 144 Opinions\n\n Securities counsel are frequently asked to deliver opinions stating that certain securityholders may sell restricted securities without registration under the Securities Act in reliance on Rule 144 under the Securities Act. The opinions are often referred to as Rule 144 opinions.

What are the conditions of Rule 144?

Rule 144 allows persons who hold restricted stock and affiliates to sell or transfer their shares without having to comply with the registration or prospectus delivery requirements of the Securities Act of 1933.

Who is a control person under Rule 144?

Rule 144(a)(3) identifies what sales produce restricted securities. Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer.

What is the difference between Rule 144 and 144A?

Rule 144A, which limits resales only to QIBs, and Rule 144A is only available in respect of certain securities. Rule 144, pursuant to which resales can only be made in compliance with the holding period, volume and manner of sale requirements.