Common use of Legend and Stop Transfer Order Clause in Contracts

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, Shareholder First Reserve hereby consents: : (a) to the placement placement, on certificates issued with respect to the shares of Common Stock issued to it pursuant to the Purchase Agreements or otherwise promptly after any Company Securities become subject to the provisions of this Agreement, of the following legend on all certificates certifying representing ownership of Company Securities owned of record by any member of the Class B Shares First Reserve Group or by any Person where a member of the First Reserve Group is the beneficial owner thereof, until such Class B Shares have been shares are sold, transferred or disposed in a manner permitted hereby to a Person who is not then a member of pursuant to the requirements of Article II hereofFirst Reserve Group: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT AMONG PRIDE INTERNATIONAL, INC. AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933FIRST RESERVE FUND VII, AS AMENDEDLIMITED PARTNERSHIP, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES FIRST RESERVE FUND VIII, L.P., AND FIRST RESERVE FUND IX, L.P. AND MAY NOT BE SOLD VOTED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. COPIES OF THE ABSENCE AGREEMENT ARE ON FILE AT THE OFFICE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWSTHE CORPORATE SECRETARY OF PRIDE INTERNATIONAL, INC. 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 orders with the transfer agent or agents of Dynegy securities Company Securities against the transfer of Class B Shares Company Securities, except in compliance with the requirements of this Agreement, or, or if Dynegy is the Company acts as its own transfer agent with respect to any Class B SharesCompany Securities, to the refusal by Dynegy the Company to transfer any such securities 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.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, Shareholder First Reserve hereby consents: : (a) to the placement placement, on certificates issued with respect to the shares of Common Stock issued to it pursuant to the Purchase Agreements or otherwise promptly after any Company Securities become subject to the provisions of this Agreement, of the following legend on all certificates certifying representing ownership of Company Securities owned of record by any member of the Class B Shares First Reserve Group or by any Person where a member of the First Reserve Group is the beneficial owner thereof, until such Class B Shares have been shares are sold, transferred or disposed in a manner permitted hereby to a Person who is not then a member of pursuant to the requirements of Article II hereofFirst Reserve Group: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT AMONG, INTER ALIA, PRIDE INTERNATIONAL, INC. AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933FIRST RESERVE FUND VIII, AS AMENDEDL.P., OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES AND MAY NOT BE SOLD VOTED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. COPIES OF THE ABSENCE AGREEMENT ARE ON FILE AT THE OFFICE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWSTHE CORPORATE SECRETARY OF PRIDE INTERNATIONAL, INC. 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 orders with the transfer agent or agents of Dynegy securities Company Securities against the transfer of Class B Shares Company Securities except in compliance with the requirements of this Agreement, or, or if Dynegy is the Company acts as its own transfer agent with respect to any Class B SharesCompany Securities, to the refusal by Dynegy 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.

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 III 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 an 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, Shareholder the Shareholders hereby consentsconsent: (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 dated as of September 14, 2006 by and between among Dynegy Acquisition, Inc. and Chevron U.S.A. Inc. the shareholders party thereto 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 Acquisition, Inc.”; and (b) to the entry of a stop transfer order with the transfer agent or agents of New Dynegy securities against the transfer of Class B Shares except in compliance with the requirements of this Agreement, or, if New Dynegy is its own transfer agent with respect to any Class B Shares, to the refusal by New 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, Shareholder Smithfield hereby consents: (a) to the placement placement, within ten (10) business days from the date hereof or the date any Voting Securities are acquired by any member of the Smithfield Group, of the following legend on all certificates certifying representing ownership of Voting Securities of which any member of the Class B Shares Smithfield Group (or any Permitted Transferee) is the Beneficial Owner until such Class B Shares have been shares are sold, transferred or disposed of pursuant to hereto and free from the requirements of Article II hereofrestrictions on transfer imposed hereby: “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 The shares represented by this certificate are subject to the provisions of a Second Amended an Agreement among Smithfield Foods, Inc., Pinnacle Foods, Inc., Xxxxx X. Xxxxx, and Restated Shareholder Agreement by and between Dynegy Inc. and Chevron U.S.A. Inc. Xxxxxxx X. Xxxxx, dated June __, 2001, as such agreement may be further amended, and may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance therewith. A copy Copies of said such agreement is are on file at the office of the Secretary corporate secretaries of Dynegy Smithfield Foods, Inc. and of Pinnacle Foods, Inc.”; and; (b) to the entry of a stop transfer order orders with the transfer agent or agents of Dynegy securities Pinnacle against the transfer of Class B Shares Voting Securities except in compliance with the requirements of this Agreement, or, or if Dynegy is Pinnacle acts as its own transfer agent agent, with respect to any Class B Shares, to the refusal by Dynegy Pinnacle to transfer any such securities except in compliance with the requirements of this Agreement. Pinnacle agrees to remove promptly all legends and stop transfer orders with respect to the proper transfer of Voting Securities being made in compliance with the provisions of this Agreement to a Person other than a Permitted Transferee.