TSX Company Manual:

TSX Company Manual
Part I Introduction
Part II Why List on the Toronto Stock Exchange?
Part III Original Listing Requirements
Part IV Maintaining a Listing — General Requirements
Part V Special Requirements for Non-Exempt Issuers
Part VI Changes in Capital Structure of Listed Issuers
Part VII Halting of Trading, Suspension and Delisting of Securities
Part VIII Fees Payable by Listed Companies
Part IX Dealing with the News Media
Part X Special Purpose Acquisition Corporations (SPACs)
Part XI Requirements Applicable to Non-Corporate Issuers
Provisions Respecting Conflict of Interest and Competitors of TMX Group Limited
Notices of Approval
Requests for Comments
Staff Notices to Applicants, Listed Issuers, Securities Lawyers and Participating Organizations
Location: TSX Company Manual > Part VI Changes in Capital Structure of Listed Issuers > B. Distributions of Securities of a Listed Class > Sec. 607.1. Lettered Stock

Sec. 607. Private Placements Sec. 608. Unlisted Warrants

Sec. 607.1. Lettered Stock

Subject to Section 607.1(c), where a listed issuer proposes to issue a certificate representing securities of a class listed on TSX, and the certificate requires a notation that the securities represented by the certificate are not freely transferable (commonly called "lettered stock"), the following rules will apply (assuming the restriction does not apply to all outstanding securities of the class):

(a) The certificate must clearly show the following notation on its face:
"The securities represented by this certificate are listed on the Toronto Stock Exchange "TSX"); however, the said securities cannot be traded through the facilities of TSX since they are not freely transferable, and consequently any certificate representing such securities is not "good delivery" in settlement of transactions on TSX."
(b) The notation required by TSX can be removed from the face of the certificate when all other notations that the securities are not freely transferable can be legally removed from the certificate.
(c) If the securities that have the transfer restriction are widely held to the extent of meeting TSX's public distribution requirements for original listing, TSX may permit the listing of the securities on TSX in a "special terms market", which is a market separate from that of the rest of the securities of the same class. In that case, the requirements set out in this Section may be modified accordingly. TSX should be contacted in connection with a proposed listing of this type.

Sec. 607. Private Placements Sec. 608. Unlisted Warrants

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