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, 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, 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, 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 Shares or Warrant Shares held by Halmostock 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, and the Stockholders' 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."

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 XxxupXxxx 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 Zell XxxupXxxx Group. 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 Xxxx Group 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, 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, 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 Shares or Warrant Shares held by Halmostock 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, and the Stockholders' 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."

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each the Investors consent and shall cause any of their Affiliates that own Voting Securities to consent: (i) to the placement 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 following legend specified below on all certificates representing ownership of Company Voting Securities owned hereafter owned, directly or indirectly, by the Investors or any of record or beneficially by any member their Affiliates until such time as such securities have been transferred in accordance with Article III or, if earlier, the first anniversary 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 formClosing: "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 represented by this certificate are subject to the restrictions on transfer contained in the Second Amended provisions of a Standstill and Restated Investment Registration Rights Agreement dated as of June 30May 15, 19992001, among Pediatrix Medical Group, Inc. (the Amended and Restated Agreement Among Stockholders dated as of March 3"COMPANY"), 1998Welsh, and the Stockholder's Agreement dated as of March 3Carson, 1998Andexxxx & Xtowx, in each caseVII, to which the Company is a partyL.P., as amendedWCAS Healthcare Partners, supplemented or otherwise modified from time to timeL.P, John X. Xxxxxxx, Stevxx X. Xxxx, Xxn X. Xxxxxx, X.D., Rogex X. Xxxxx, X.D., Krisxxx Xxxxxxxx, Xxsexx Xxxxxxx, Xxrl X. Xxxxxx, Xxiax X. Xxxxxx xxx certain other persons specified therein, and may not be transferred except in compliance therewithaccordance with such agreement. Copies of such agreement are on file at the office of the corporate secretary of the Company." Certificates representing Promptly following the acquisition of any Preferred SharesVoting Securities not so legended by the Investors or any of their Affiliates, the Rights Offering Warrant Shares Investors shall present or cause to be presented to the Preferred Stock Conversion Shares held by Samstock or TNI shall contain a legend, in substantially Company all certificates representing such Voting Securities for the following form: The securities evidenced by this certificate have not been registered under the Securities Act placement 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 legend thereon; and (ii) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration to entry of a stop transfer order with any transfer agent and prospectus delivery requirements registrar for Voting Securities against transfer 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, to which the Company is a party, as amended, supplemented or otherwise modified from time to time, and may not be transferred any Voting Securities except in compliance therewith." Certificates with the requirements of this Agreement. The Investors and their Affiliates shall be entitled to receive new certificates representing any Shares Voting Securities owned, directly or Warrant Shares held indirectly, by Halmostock shall contain a legend, them without the foregoing legend promptly following receipt of an opinion 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 form 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 substance reasonably satisfactory to the restrictions on transfer contained in the Second Amended and Restated Investment Agreement dated as of June 30, 1999, and the Stockholders' Agreement dated as of March 3, 1998, in each case, Company from counsel reasonably satisfactory to which the Company is a party(which, as amendedfor such purpose, supplemented or otherwise modified from time shall include Reboul, MacMurray, Hewixx, Xxxxxxx & Xristol) to time, and may not be transferred except in compliance therewiththe effect that such legends are no longer applicable."

Legend and Stop Transfer Order. (a) To assist in effectuating the provisions of this Agreement, each of the Investors Stockholder and, if applicable, the Related DEL Owner hereby consents to the placementplacement of the legend set forth below on all certificates representing Restricted Stock owned, of record or beneficially, by such Stockholder or Related DEL Owner, as the case may be, until such Restricted Stock is no longer subject to the terms of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE (THE 'SHARES') ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDER AGREEMENT, DATED AS OF OCTOBER [!], 1998, BY AND BETWEEN THE COMPANY AND THE PERSON WHOSE NAME APPEARS ON THE REVERSE HEREOF, WHICH INCLUDES, WITHOUT LIMITATION, VARIOUS ADDITIONAL RESTRICTIONS ON TRANSFER OF THE SHARES AND THE GRANTING OF CERTAIN VOTING RIGHTS, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST WITHOUT CHARGE. (b) The Stockholder and, if applicable, the Related DEL Owner acknowledges that any Transfer of Restricted Stock, or attempted Transfer, made other than in connection compliance with the transactions contemplated restrictions stated herein shall not be recognized by Parent, and that Parent may deliver a corresponding stop- transfer order to its transfer agent. Subject to the Purchase Agreement and the Standby Purchase Agreement or otherwise within 10 business days requirements hereof, at any time after any Company Voting Securities become Restricted Stock is no longer subject to the provisions of this Agreement, upon the written request of the applicable holder thereof, Parent shall remove the 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 set forth 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 (iSection 4.3(a) 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 hereof from the registration and prospectus delivery requirements of certificate(s) representing such Act and Restricted Stock or replace 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 certificate(s) with certificate(s) 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 bearing such 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, 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 Shares or Warrant Shares held by Halmostock 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, and the Stockholders' 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."

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each the Investors consent and shall cause any of their Affiliates that own Voting Securities to consent: (i) to the placement 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 following legend specified below on all certificates representing ownership of Company Voting Securities owned hereafter owned, directly or indirectly, by the Investors or any of record or beneficially by any member their Affiliates until such time as such securities have been transferred in accordance with Article III or, if earlier, the first anniversary 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 formClosing: "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 represented by this certificate are subject to the restrictions on transfer contained in the Second Amended provisions of a Standstill and Restated Investment Registration Rights Agreement dated as of June 30[ ], 19992001, among Pediatrix Medical Group, Inc. (the Amended and Restated Agreement Among Stockholders dated as of March 3"Company"), 1998Welsh, and the Stockholder's Agreement dated as of March 3Carson, 1998Andexxxx & Xtowx, in each caseVII, to which the Company is a partyL.P., as amendedWCAS Healthcare Partners, supplemented or otherwise modified from time to timeL.P, John X. Xxxxxxx, Stevxx X. Xxxx, Xxn X. Xxxxxx, X.D., Rogex X. Xxxxx, X.D., Krisxxx Xxxxxxxx, Xxsexx Xxxxxxx, Xxrl X. Xxxxxx, Xxiax X. Xxxxxx xxx certain other persons specified therein, and may not be transferred except in compliance therewithaccordance with such agreement. Copies of such agreement are on file at the office of the corporate secretary of the Company." Certificates representing Promptly following the acquisition of any Preferred SharesVoting Securities not so legended by the Investors or any of their Affiliates, the Rights Offering Warrant Shares Investors shall present or cause to be presented to the Preferred Stock Conversion Shares held by Samstock or TNI shall contain a legend, in substantially Company all certificates representing such Voting Securities for the following form: The securities evidenced by this certificate have not been registered under the Securities Act placement 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 legend thereon; and (ii) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration to entry of a stop transfer order with any transfer agent and prospectus delivery requirements registrar for Voting Securities against transfer 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, to which the Company is a party, as amended, supplemented or otherwise modified from time to time, and may not be transferred any Voting Securities except in compliance therewith." Certificates with the requirements of this Agreement. The Investors and their Affiliates shall be entitled to receive new certificates representing any Shares Voting Securities owned, directly or Warrant Shares held indirectly, by Halmostock shall contain a legend, them without the foregoing legend promptly following receipt of an opinion 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 form 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 substance reasonably satisfactory to the restrictions on transfer contained in the Second Amended and Restated Investment Agreement dated as of June 30, 1999, and the Stockholders' Agreement dated as of March 3, 1998, in each case, Company from counsel reasonably satisfactory to which the Company is a party(which, as amendedfor such purpose, supplemented or otherwise modified from time shall include Reboul, MacMurray, Hewixx, Xxxxxxx & Xristol) to time, and may not be transferred except in compliance therewiththe effect that such legends are no longer applicable."