Common use of Legends; Stop Transfers Clause in Contracts

Legends; Stop Transfers. (a) Each certificate or other instrument representing any shares of capital stock, Rights or other securities that are Beneficially Owned by any member of either Group that are subject to any of the provisions of this Agreement or either Call Agreement shall bear a legend substantially in the following form, in addition to any other legend required under applicable law or by contract: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS' AGREEMENT AND/OR CALL AGREEMENT, EACH DATED AS OF FEBRUARY __, 1998 BY AND AMONG TELE-COMMUNICATIONS, INC., A DELAWARE CORPORATION, AND CERTAIN OF ITS STOCKHOLDERS. A COPY OF EACH SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. THE SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IS RESTRICTED BY SUCH AGREEMENT(S) AND ANY SUCH SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION MAY BE MADE ONLY UPON COMPLIANCE THEREWITH. SUCH AGREEMENT(S) ALSO CONTAIN(S) PROVISIONS RELATING TO THE EXERCISE OF CERTAIN VOTING AND CONSENT RIGHTS, IF ANY, OF THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND MAY GRANT THE ISSUER OR OTHERS THE RIGHT TO PURCHASE SUCH SHARES UNDER CERTAIN CIRCUMSTANCES." (b) Unless the Person(s) to whom such Disposition is made (the "transferor(s)") is already a party to and bound by this Agreement or an applicable Call Agreement or is required by the terms hereof or thereof to become such a party or this Agreement, or an applicable Call Agreement requires that the shares, Rights or other securities Disposed of continue to be subject to this Agreement or an applicable Call Agreement, if any shares of capital stock, Rights or other securities represented by a certificate or other instrument that bears the legend set forth in subsection 6.4(a) are Disposed of in a transaction that is permitted by the provisions of this Agreement and the provisions of an applicable Call Agreement, the transferor(s) shall be entitled to receive from the issuer a new certificate or instrument, of like tenor but without the legend set forth in subsection 6.4(a), representing the shares, Rights or other securities so Disposed of that are not required to continue to be subject to either this Agreement or such applicable Call Agreement. In the case of any such Disposition of only part of the shares, Rights or other securities evidenced by a certificate bearing such legend, the certificate representing the shares, Rights or other securities that are not Disposed of shall continue to bear such legend. (c) Each Company agrees that it shall not, and shall direct each registrar and transfer agent of the Company not to, register any Disposition of any securities of such Company by any member of either Group that is not made in compliance with the applicable provisions of this Agreement.

Legends; Stop Transfers. (a) Each certificate or other instrument representing any shares of capital stock, Rights or other securities that are Beneficially Owned by any member of either Group that are subject to any of the provisions of this Agreement or either Call Agreement shall bear a legend substantially in the following form, in addition to any other legend required under applicable law or by contract: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO (i) THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERSSHAREHOLDERS' AGREEMENT AND/OR CALL AGREEMENT, EACH DATED AS OF FEBRUARY __9, 1998 BY 1998, AMONG THE REGISTERED HOLDER HEREOF, CERTAIN OTHER PARTIES AND THE CORPORATION AND (ii) THE CALL AGREEMENT, DATED AS OF FEBRUARY 9, 1998, AMONG TELE-COMMUNICATIONSTHE REGISTERED HOLDER HEREOF, INC., A DELAWARE CERTAIN OTHER PARTIES AND THE CORPORATION, . COPIES OF SUCH SHAREHOLDERS AGREEMENT AND CERTAIN OF ITS STOCKHOLDERS. A COPY OF EACH SUCH CALL AGREEMENT IS ARE ON FILE AT THE PRINCIPAL OFFICE PRINCIPLE OFFICES OF THE ISSUER OF CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE. THE SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IS RESTRICTED BY SUCH AGREEMENT(S) AND ANY SUCH SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION MAY BE MADE TRANSFERRED OR VOTED ONLY UPON COMPLIANCE THEREWITH. SUCH AGREEMENT(S) ALSO CONTAIN(S) PROVISIONS RELATING TO THE EXERCISE OF CERTAIN VOTING IN ACCORDANCE WITH SAID SHAREHOLDERS AGREEMENT AND CONSENT RIGHTS, IF ANY, OF THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND MAY GRANT THE ISSUER OR OTHERS THE RIGHT TO PURCHASE SUCH SHARES UNDER CERTAIN CIRCUMSTANCESSAID CALL AGREEMENT."" EXHIBIT 7(M) (b) Unless the Person(s) to whom such Disposition is made (the "transferor(s)") is already a party to and bound by this Agreement or an applicable Call Agreement or is required by the terms hereof or thereof to become such a party or this Agreement, or an applicable Call Agreement requires that the shares, Rights or other securities Disposed of continue to be subject to this Agreement or an applicable Call Agreement, if any shares of capital stock, Rights or other securities represented by a certificate or other instrument that bears the legend set forth in subsection 6.4(a) are Disposed of in a transaction that is permitted by the provisions of this Agreement and the provisions of an applicable Call Agreement, the transferor(s) shall be entitled to receive from the issuer a new certificate or instrument, of like tenor but without the legend set forth in subsection 6.4(a), representing the shares, Rights or other securities so Disposed of that are not required to continue to be subject to either this Agreement or such applicable Call Agreement. In the case of any such Disposition of only part of the shares, Rights or other securities evidenced by a certificate bearing such legend, the certificate representing the shares, Rights or other securities that are not Disposed of shall continue to bear such legend. (c) Each Company agrees that it shall not, and shall direct each registrar and transfer agent of the Company not to, register any Disposition of any securities of such Company by any member of either Group that is not made in compliance with the applicable provisions of this Agreement.