Legend and Stop Transfer Order Sample Clauses

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, Shareholder hereby consents: (a) to the placement of the following legend on all certificates certifying ownership of the Class B Shares until such Class B Shares have been sold, transferred or disposed of pursuant to the requirements of Article II hereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. Additionally, the securities represented by this certificate are subject to the provisions of a Second Amended and Restated Shareholder Agreement by and between Dynegy Inc. and Chevron U.S.A. Inc. and may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance therewith. A copy of said agreement is on file at the office of the Secretary of Dynegy Inc.”; and (b) to the entry of a stop transfer order with the transfer agent or agents of Dynegy securities against the transfer of Class B Shares except in compliance with the requirements of this Agreement, or, if Dynegy is its own transfer agent with respect to any Class B Shares, to the refusal by Dynegy to transfer any such securities except in compliance with the requirements of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each of Investor and Shareholder hereby consents to the placement, in connection with the transactions contemplated by the Purchase Agreement or otherwise within 10 business days after any Company Voting Securities become subject to the provisions of this Agreement, of the legend set forth below on all certificates representing ownership of Company Voting Securities owned of record or beneficially by any member of the Investor Group or the Shareholder Group, until such shares are sold, transferred or disposed in a manner permitted hereby to a person who is not then a member of either such group: "The shares represented by this certificate have not been registered under the Federal Securities Act of 1933, as amended (the "Act") or any state securities laws of any jurisdiction. No sale, offer to sell, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate may be made unless a registration statement under the Act with respect to such shares is then in effect or an exemption from the registration requirements of the Act is available with respect to said transfer and the requirements of applicable state laws are satisfied. The sale, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate is subject to certain restrictions pursuant to an Investment Agreement dated April 19, 1999 and a Shareholders Agreement dated December 22, 1998, in each case, by and among the Company and certain of its shareholders, copies of which may be obtained from the Company upon request." The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Voting Securities being made to a person who is not then a member of the Investor Group or the Shareholder Group in compliance with the provisions of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each of the Investors hereby consents to the placement, in connection with the transactions contemplated by the Purchase Agreement and the Standby Purchase Agreement or otherwise within 10 business days after any Company Voting Securities become subject to the provisions of this Agreement, of the applicable legend specified below on all certificates representing ownership of Company Voting Securities owned of record or beneficially by any member of the Zell Xxxup, until such shares are sold, transferred or disposed in a manner permitted hereby to a person who is not then a member of the Zell Xxxup. The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Voting Securities being made to a person who is not then a member of the Zell Xxxup in compliance with the provisions of this Agreement. Certificates representing any Shares or Warrant Shares held by Samstock or TNI shall contain a legend, in substantially the following form: The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws and may not be sold, transferred, assigned, offered, pledged or otherwise disposed of unless (i) there is an effective registration statement under such Act and such laws covering such securities or (ii) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration and prospectus delivery requirements of such Act and such laws. The securities evidenced by this certificate are subject to the restrictions on transfer contained in the Second Amended and Restated Investment Agreement dated as of June 30, 1999, the Amended and Restated Agreement Among Stockholders dated as of March 3, 1998, and the Stockholder's Agreement dated as of March 3, 1998, in each case, to which the Company is a party, as amended, supplemented or otherwise modified from time to time, and may not be transferred except in compliance therewith." Certificates representing any Preferred Shares, the Rights Offering Warrant Shares or the Preferred Stock Conversion Shares held by Samstock or TNI shall contain a legend, in substantially the following form: The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws and may not be sold, transferred, assigned...

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, the First Reserve Funds hereby consent: (a) to the placement, on certificates issued with respect to the shares of Common Stock issued to them pursuant to the Merger Agreement or otherwise promptly after any Superior Securities become subject to the provisions of this Agreement, of the following legend on all certificates representing ownership of Superior Securities owned of record by any member of the First Reserve Group or by any Person where a member of the First Reserve Group is the beneficial owner thereof, until such shares are sold, transferred or disposed in a manner permitted hereby to a Person who is not then a member of the First Reserve Group: The shares represented by this certificate are subject to the provisions of an Agreement among, inter alia, Superior Energy Services, Inc. and First Reserve Fund VII, Limited Partnership, and First Reserve Fund VIII, Limited Partnership, and may not be voted, sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance therewith. Copies of the Agreement are on file at the office of the Corporate Secretary of Superior Energy Services, Inc. ;and (b) to the entry of stop transfer orders with the transfer agent or agents of Superior Securities against the transfer of Superior Securities except in compliance with the requirements of this Agreement, or if Superior acts as its own transfer agent with respect to any Superior Securities, to the refusal by Superior to transfer any such securities except in compliance with the requirements of this Agreement. Superior agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Superior Securities being made to a Person who is not then a member of the First Reserve Group in compliance with the provisions of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each Stockholder hereby consents (i) to the placement within 10 business days after any Company Voting Securities become subject to the provisions of this Agreement, of the legend specified in Section 4.10(b) of the Stock Purchase and Sale Agreement on all certificates representing ownership of Company Voting Securities owned of record or beneficially by any member of the Xxxx Group, until such shares are sold, transferred or disposed in a manner permitted hereby to a person who is not then a member of the Xxxx Group, and (ii) to the entry of stop transfer orders with the transfer agent or agents of Company Voting Securities against the transfer of Company Voting Securities except in compliance with the requirements of this Agreement. The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Voting Securities being made to a person who is not then a member of the Xxxx Group in compliance with the provisions of this Agreement.

Legend and Stop Transfer Order. (a) Shareholder agrees: (i) to the placement of the following legend on each certificate representing Voting Securities owned by Shareholder of any affiliate; “The shares evidenced by this certificate are subject to, and may be sold, transferred or otherwise disposed of only upon compliance with, the terms and the provisions of a certain Agreement by and between Xxxxxxx Xxxxxxx, Homburg Invest Inc. and Cedar Income Fund, Ltd., a copy of which is on file and may be examined at the office of the Secretary of Cedar Income Fund, Ltd.” (ii) That CIF may give stop transfer orders to its transfer agent with respect to the Shares. (b) the transfer of any Voting Securities which are sold in contravention of the provisions of this Agreement shall not be registered on the books of CIF, and no person to whom any such sale is made shall be recognized as the holder of such Voting Securities or acquire any voting, dividend or other rights in respect hereof. (c) At any time after the termination of this Agreement and, during the term of this Agreement, so long as Shareholder is not in default hereunder, Shareholder may submit certificates bearing the legend set forth in (a) above to the Company’s transfer agent and CIF agrees to have such transfer agent promptly exchange such certificates for new certificates without any legend. If the Shareholder has the right to have the legend removed from the certificate following the sale of the Shares represented thereby, CIF agrees to have its transfer agent promptly issue a new certificate to the purchaser without any legend thereon.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement and the Purchase Agreement, the Investor on its own behalf and on behalf of each of its Affiliates hereby consents (i) in addition to any legend contemplated by the terms of the Purchase Agreement, to the placement, effective immediately, of the legend specified in Section 5.3 below on all certificates representing ownership of shares of Common Stock owned of record or Beneficially Owned by the Investor or any of its Affiliates as contemplated herein or otherwise unless and until such shares are sold, transferred or disposed of in a manner expressly permitted hereby to a person who is not then affiliated or related in any manner, directly or indirectly, with the Investor or any of its Affiliates, and (ii) to the entry effective immediately of stop transfer orders with the transfer agent or agents of the Common Stock against transfer of such shares except in compliance with the requirements of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, Stockholder hereby consents: (a) to the placement of the following legend on all certificates certifying ownership of the Class B Shares until such Class B Shares have been sold, transferred or disposed of pursuant to the requirements of Article III hereof: The shares represented by this certificate are subject to the provisions of a Stockholder Agreement by and among Stanford, Inc., Dynegy Inc. and Chevron U.S.A. Inc. (and certain other parties) and may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance therewith. A copy of said Agreement is on file at the office of the Secretary of Stanford; and (b) to the entry of a stop transfer order with the transfer agent or agents of Stanford securities against the transfer of Class B Shares except in compliance with the requirements of this Agreement, or, if Stanford is its own transfer agent with respect to any Class B Shares, to the refusal by Stanford to transfer any such securities except in compliance with the requirements of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each Venture Partner hereby consents (i) to the placement within 10 business days after any Voting Securities of the other Venture Partner become subject to the provisions of this Agreement, of the following legend on all certificates representing ownership of Voting Securities owned of record or beneficially by the specified Venture Partner, until such shares are sold, transferred or disposed in a manner permitted hereby: The securities represented by this certificate are subject to restrictions on voting and transfer as set forth in a Standstill Agreement and a Warrant Agreement by and between the Company and the holder of such securities, and may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance therewith. Copies of said Standstill Agreement and Warrant Agreement are on file at the office of the Corporate Secretary of the Company. and (ii) to the entry of stop transfer orders with the transfer agent or agents of Company Voting Securities against the transfer by such Venture Partner of Voting Securities of the other Venture Partner except in compliance with the requirements of this Agreement. Each Venture Partner agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Voting Securities made in compliance with the provisions of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, First Reserve hereby consents: (a) to the placement, on certificates issued with respect to the shares of Common Stock issued to it pursuant to the Purchase Agreement or otherwise promptly after any Company Securities become subject to the provisions of this Agreement, of the following legend on all certificates representing ownership of Company Securities owned of record by any member of the First Reserve Group or by any Person where a member of the First Reserve Group is the beneficial owner thereof, until such shares are sold, transferred or disposed in a manner permitted hereby to a Person who is not then a member of the First Reserve Group: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT AMONG, INTER ALIA, PRIDE INTERNATIONAL, INC. AND FIRST RESERVE FUND VIII, LIMITED PARTNERSHIP, AND MAY NOT BE VOTED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. COPIES OF THE AGREEMENT ARE ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF PRIDE INTERNATIONAL, INC. ;and (b) to the entry of stop transfer orders with the transfer agent or agents of Company Securities against the transfer of Company Securities except in compliance with the requirements of this Agreement, or if the Company acts as its own transfer agent with respect to any Company Securities, to the refusal by the Company to transfer any such securities except in compliance with the requirements of this Agreement. The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Securities being made to a Person who is not then a member of the First Reserve Group in compliance with the provisions of this Agreement.