LETTER REQUIRED FOR EQUITY ISSUES SUBJECT TO SHARE OWNERSHIP THRESHOLD
RESTRICTIONS BY U.S. OR NON-U.S. CITIZENS.
Procedures for submitting this letter are located at:
http://www.dtcc.com/downloads/legal/rules_proc/eligibility/DTCC_Submitting_Form_Letters.pdf
TO BE RE-TYPED ON ISSUER’S LETTERHEAD
[Date]
Attention: Underwriting Department
The Depository Trust Company
55 Water Street, 1SL
New York, NY 10041-0099
RE:
[DESCRIPTION OF THE ISSUE & CUSIP NUMBER]
Ladies and Gentlemen:
The provisions of [CITE APPLICABLE STATUE] limit the ownership of the Restricted Stock by
[SELECT U.S. OR NON-U.S.] citizens to [STATE OWNERSHIP THRESHOLD] of the outstanding shares of
such stock. We therefore request the placement of the Restricted Stock into The Depository Trust
Company’s (“DTC”) SEG-100 Program on or before [INSERT REQUESTED SEG-100 ACTIVATION DATE].
This letter will serve as our authorization to you to place the Restricted Stock into the SEG-100 Program.
To induce DTC to accept the Restricted Stock as eligible for deposit at DTC and to act in
accordance with DTC’s Rules with respect to the Restricted Stock, the undersigned hereby indemnifies
and holds harmless DTC from and against any and all liabilities, loss, or damage, including, without
limitation, attorney’s fees and costs, arising out of or based upon any action taken, or omitted to be taken,
by the undersigned, with respect to [APPLICABLE STATUE].
The transfer agent for the Restricted Stock is:
[COMPLETE NAME AND ADDRESS OF TRANSFER AGENT]
[NAME AND PHONE NUMBER OF AGENT CONTACT]
Concerning this issue you may also contact:
[COMPLETE NAME & ADDRESS OF APPROPRIATE ISSUER CONTACT]
[NAME AND PHONE NUMBER OF ISSUER CONTACT]
Very truly yours,
[ ISSUER’S NAME ]
By: ______________________________
[Authorized Signature]
__________________________________
cc: [TRANSFER AGENT]
[Print Signer’s Name & Title]
SEG-100 Letter 2010