Common use of General Legend Clause in Contracts

General Legend. (a) DLJ and the Company shall take all such action necessary to cause each certificate representing the DLJ Shares to bear the following legends containing the following words: (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF (i) UNLESS (A) REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS OR (B) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS IS AVAILABLE AND, IN SUCH CASE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BAYARD DRILLING TECHNOLOGIES, INC. (THE "COMPANY") SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT THE OFFER, SALE, TRANSFER, DISPOSITION, PLEDGE, HYPOTHECATION OR EXCHANGE THEREOF IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS OR (ii) UNLESS SOLD PURSUANT TO AND IN COMPLIANCE WITH RULE 144 OF THE ACT AND APPLICABLE SECURITIES OR "BLUE SKY" LAWS." (ii) IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE STOCK TRANSFER RESTRICTION AGREEMENT, DATED AS OF NOVEMBER 3, 1997, BY AND BETWEEN THE COMPANY AND DONAXXXXX, XXFKXX & XENRXXXX SECURITIES CORPORATION, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE COMPANY." (b) The requirement that the securities legend in clause (i) above be placed upon certificates evidencing the DLJ Shares shall cease and terminate upon the earliest of the following events: (1) when the DLJ Shares are Transferred in a Qualified Public Sale or (2) when the DLJ Shares are Transferred in any other transaction if the Transferor delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such shares without registration thereunder. The requirement that the legend regarding this Agreement in clause (ii) above be placed upon certificates evidencing the DLJ Shares shall cease and terminate when such shares are Transferred in a Qualified Public Sale. Upon the consummation of any event requiring the removal of a legend hereunder, the Company, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such DLJ Shares as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such DLJ Shares not bearing such legend.

General Legend. (a) DLJ Each Continuing Stockholder Party and the Company shall take all such action necessary to cause each certificate representing the DLJ Shares outstanding shares of Stock to bear the following legends containing the following words: (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF (i) UNLESS (A) REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS OR (B) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS IS AVAILABLE AND, IN SUCH CASE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BAYARD DRILLING TECHNOLOGIES, INC. (THE "COMPANY") SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT THE OFFER, SALE, TRANSFER, DISPOSITION, PLEDGE, HYPOTHECATION OR EXCHANGE THEREOF IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS OR (ii) UNLESS SOLD PURSUANT TO AND IN COMPLIANCE WITH RULE 144 OF THE ACT AND APPLICABLE SECURITIES OR "BLUE SKY" LAWS." (ii) IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND TO THE VOTING AGREEMENTS SET FORTH IN THE STOCK TRANSFER RESTRICTION SECOND AMENDED AND RESTATED STOCKHOLDERS AND VOTING AGREEMENT, DATED AS OF NOVEMBER 3OCTOBER __, 1997, BY AND BETWEEN AMONG THE COMPANY AND DONAXXXXX, XXFKXX & XENRXXXX SECURITIES CORPORATIONTHE PARTIES THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE COMPANY." (b) The requirement that the securities legend in clause (i) above be placed upon certificates evidencing the DLJ Shares shares of Stock shall cease and terminate upon the earliest of the following events: : (1) when such shares are Transferred pursuant to the DLJ Shares DLB Distribution, (2) when such shares are Transferred in a Qualified Public Sale or (23) when the DLJ Shares such shares are Transferred in any other transaction if the Transferor delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such shares without registration thereunder. The requirement that the legend regarding this Agreement in clause (ii) above be placed upon certificates evidencing the DLJ Shares shares of Stock shall cease and terminate upon the earliest of the following events: (A) when such shares are Transferred to Persons other than the members of the DLB Group pursuant to the DLB Distribution or (B) when such shares are Transferred in a Qualified Public Sale. Upon the consummation of any event requiring the removal of a legend hereunder, the Company, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such DLJ Shares shares of Stock as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such DLJ Shares shares of Stock not bearing such legend.

General Legend. The certificates for the Parent Ordinary Shares issued in connection with the Merger (aincluding upon exercise of any New Options) DLJ and the Company shall take all such action necessary to cause each certificate representing the DLJ Shares to will bear the following legends containing the following words: (i) THE or substantially similar legends): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS (THE "ACTSECURITIES ACTS") OR ANY STATE SECURITIES LAWS). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) UNLESS UPON SUCH REGISTRATION, (Aii) REGISTERED UNDER ON THE ACT AND ANY APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS LONDON STOCK EXCHANGE THROUGH CAZENOVE & CO. OR SCHRODERS XXXXXXX XXXXX XXXXXX OR THEIR RESPECTIVE SUCCESSORS OR (Biii) OTHERWISE, PURSUANT TO AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE ACT SECURITIES ACTS AND ANY SUCH LAWS IS AVAILABLE AND, IN SUCH CASE, UPON DELIVERY TO SPIRENT PLC OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BAYARD DRILLING TECHNOLOGIES, INC. (THE "COMPANY") SHALL HAVE BEEN DELIVERED TO THE COMPANY SPIRENT PLC TO THE EFFECT THAT THE OFFER, SALE, TRANSFER, DISPOSITION, PLEDGE, HYPOTHECATION OR EXCHANGE THEREOF SUCH EXEMPTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS OR (ii) UNLESS SOLD PURSUANT TO AND IN COMPLIANCE WITH RULE 144 OF THE ACT AND APPLICABLE AVAILABLE. THESE SECURITIES OR "BLUE SKY" LAWS." (ii) IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE OTHER RESTRICTIONS ON TRANSFER SET FORTH CONTAINED IN THE STOCK TRANSFER RESTRICTION AGREEMENTAGREEMENTS OF STOCKHOLDERS, DATED AS OF NOVEMBER 3, 1997, AND BY AND BETWEEN THE COMPANY AMONG SPIRENT PLC AND DONAXXXXX, XXFKXX & XENRXXXX SECURITIES CORPORATIONCERTAIN SHAREHOLDERS OF SPIRENT PLC, A COPY OF WHICH IS ON FILE IN AT THE OFFICE OF THE COMPANY." (bSPIRENT PLC, SPIRENT HOUSE, XXXXXXX BUSINESS QUARTER, XXXXXXX XXX, XXXXXXX, XXXX XXXXXX, XX00XXX, XXXXXX XXXXXXX. The Parent Ordinary Shares issued pursuant to Section 1.2(a)(ii) The requirement that the securities legend in clause (i) above be placed upon certificates evidencing the DLJ Shares shall cease and terminate upon the earliest of will also bear the following events: (1) when the DLJ Shares are Transferred in a Qualified Public Sale or (2) when the DLJ Shares are Transferred in any other transaction if the Transferor delivers to the Company an opinion of its counsellegend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN CAW NETWORKS, which counsel and opinion shall be reasonably satisfactory to the Company to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such shares without registration thereunderINC. The requirement that the legend regarding this Agreement in clause (ii) above be placed upon certificates evidencing the DLJ Shares shall cease and terminate when such shares are Transferred in a Qualified Public Sale. Upon the consummation of any event requiring the removal of a legend hereunderAND THE STOCKHOLDER, the CompanyA COPY OF WHICH IS ON FILE WITH THE SECRETARY OF CAW NETWORKS, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such DLJ Shares as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such DLJ Shares not bearing such legendINC.

General Legend. (a) DLJ and the Company shall take all such action necessary to cause each certificate representing the DLJ Shares to Each Note will bear a legend in substantially the following legends containing the following words: form: “PURSUANT TO SECTION 2.9 OF THE INDENTURE, IN DETERMINING WHETHER THE HOLDERS OF THE REQUIRED PRINCIPAL AMOUNT OF NOTES HAVE CONCURRED IN ANY DIRECTION, WAIVER OR CONSENT, NOTES OWNED BY THE ISSUER OR ANY AFFILIATE OF THE ISSUER SHALL BE CONSIDERED AS THOUGH NOT OUTSTANDING, EXCEPT FOR NOTES OWNED BY ANY EXCLUDED PERSON (i) AS DEFINED IN THE SECURITIES REPRESENTED INDENTURE), UNLESS SUCH EXCLUSION IS PROHIBITED BY APPLICABLE LAW, WHICH SHALL BE CONSIDERED OUTSTANDING AND SHALL BE PERMITTED TO CONCUR IN ANY SUCH DIRECTION, WAIVER OR CONSENT. ANYTHING HEREIN OR IN THE INDENTURE TO THE CONTRARY NOTWITHSTANDING, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER NOTE, ANY OTHER NOTE, THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") INDENTURE OR ANY STATE SECURITIES LAWS. RELATED SECURITY DOCUMENT, THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF (i) UNLESS (A) REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS OR (B) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS IS AVAILABLE AND, IN SUCH CASE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BAYARD DRILLING TECHNOLOGIES, INC. (THE "COMPANY") SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT THE OFFER, SALE, TRANSFER, DISPOSITION, PLEDGE, HYPOTHECATION OR EXCHANGE THEREOF IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS OR (ii) UNLESS SOLD PURSUANT TO AND IN COMPLIANCE WITH RULE 144 CERTAIN OF THE ACT AND APPLICABLE SECURITIES OR "BLUE SKY" LAWS." (ii) IN ADDITION, RIGHTS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HOLDER HEREOF ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH PROVISIONS OF THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE STOCK TRANSFER RESTRICTION AGREEMENTINDENTURE). IN THE EVENT OF ANY CONFLICT BETWEEN, DATED ON THE ONE HAND, THE TERMS OF THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE INDENTURE) AND, ON THE OTHER HAND, THIS NOTE, THE INDENTURE OR ANY SECURITY DOCUMENT RELATED THERETO, THE TERMS OF NOVEMBER 3, 1997THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE INDENTURE) SHALL GOVERN AND CONTROL. EACH HOLDER OF THIS NOTE, BY AND BETWEEN ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE COMPANY AND DONAXXXXX, XXFKXX & XENRXXXX SECURITIES CORPORATION, A COPY PROVISIONS OF WHICH IS ON FILE THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE OFFICE OF THE COMPANYINDENTURE)." (b) The requirement that the securities legend in clause (i) above be placed upon certificates evidencing the DLJ Shares shall cease and terminate upon the earliest of the following events: (1) when the DLJ Shares are Transferred in a Qualified Public Sale or (2) when the DLJ Shares are Transferred in any other transaction if the Transferor delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such shares without registration thereunder. The requirement that the legend regarding this Agreement in clause (ii) above be placed upon certificates evidencing the DLJ Shares shall cease and terminate when such shares are Transferred in a Qualified Public Sale. Upon the consummation of any event requiring the removal of a legend hereunder, the Company, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such DLJ Shares as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such DLJ Shares not bearing such legend.”