STANDARD
RESTRICTIVE STOCK LEGENDS
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Legends on share
certificates take many forms. Below is a sample of what we
believe are the standard restrictive legends you are likely to encounter
on a share certificate
US Standard Legend
The shares represented by this certificate
have not been registered under the Securities Act of 1933 (“The
Act”) and are “restricted securities” as that term is defined in
Rule 144 under the Act. The shares may not be offered for sale,
sold, or otherwise transferred except pursuant to an exemption from
registration under the Act, the availability of which is to be
established to the satisfaction of the Company.
US Regulation S Legend
The securities represented by this
certificate have not been registered under the U.S. Securities
Act of 1933, as amended (the "1933 Act") or other
applicable securities laws. These securities have been acquired for
investment and not with a view to distribution or resale and may not
be offered, sold, pledged or otherwise transferred except (1) in
accordance with the provisions of Regulations S, Rule 901 through
Rule 905, and preliminary notes under the 1933 Act; or (2) pursuant
to an available exemption from the registration requirements of the
1933 Act; or (3) pursuant to an effective registration statement.
Hedging transactions involving these securities may not be conducted
unless in compliance with the1933 Act.”
Canadian Non-reporting Issuer Legend
Unless permitted under securities
legislation, the holder of this security must not trade the security
before the date that is 4 months and a day after the later of (i)
[insert the distribution date],
and (ii) the date the issuer became a reporting issuer in any
province or territory.
Canadian Reporting Issuer Legend
Unless permitted under securities
legislation, the holder of this security must not trade the security
before [insert the date that is 4
months and a day after the distribution date].”
 Alixe B. Cormick
Venture Law Corporation
618 - 688 West Hastings Street
Vancouver, B.C.
V6B 1P1
Phone: 604-659-9188
Fax: 604-659-9178
E-mail Us
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