A stockholder may hold a certificate that has no restrictive legend because the legend has been previously removed when owned by the stockholder or a predecessor owner. Or, the stockholder may have purchased the shares pursuant to an effective registration statement or in the open market and received delivery of an unrestricted certificate. Or, shares may be electronically transferred (ACAT) from a stockholder’s account at one brokerage firm to an account at another brokerage firm (whether for the same stockholder or another stockholder) without a restriction indicated. The brokerage firm receiving a deposit by the stockholder or an ACAT from another brokerage firm may require an opinion that the shares may be sold by the stockholder without registration. The required form of opinion may be under Rule 144, if the shares have never changed hands in the open market or been registered, or under Section 4(a)(1), if the shares were purchased pursuant to an effective registration statement or in the open market.
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