Common use of Legends; Transfer Restrictions Clause in Contracts

Legends; Transfer Restrictions. (a) The certificates evidencing the Shares shall be endorsed with the following legend (and any other legend required to be placed thereon by applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. In addition, the certificates evidencing the Escrowed Shares shall be endorsed with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (b) Except as otherwise permitted by, and subject to the provisions of each of, this Agreement, any stockholders' agreement to which the Purchaser is a party, the restated certificate of incorporation of the Company, as amended from time to time, or the Purchaser's employment agreement with the Company or a subsidiary of the Company, none of the Escrowed Shares (or any beneficial interest therein) shall be transferred, encumbered or otherwise disposed of in any way.

Legends; Transfer Restrictions. (a) The certificates evidencing To insure compliance with the applicable provisions of the Act and the terms of this Agreement, no Shares shall be endorsed with sold or transferred except in a transaction permitted by this Section 3 or involving the following legend (and any other legend required to be placed thereon by applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. In addition, registration of such Shares under the certificates evidencing the Escrowed Shares shall be endorsed with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYAct. (b) Except as otherwise permitted byprovided in Section 3(e) hereof, and each certificate for any Shares shall be issued with a legend in substantially the following form: "The transfer of the securities represented by this certificate is subject to the conditions specified in that certain Common Stock Issuance Agreement dated as of August 31, 1995, with Reading & Bates Corporation (the "Company"), as the same may from timx xx time be amended. The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any state securities or laws and may not be offered or sold unless such offer or sale is made pursuant to an effective registration statement under the Securities Act or is made in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws. (c) Each holder of Shares shall have the right to transfer Shares (i) to any Person who agrees in writing to take the same subject to the terms and provisions of each ofthis Agreement or (ii) pursuant to Rule 144 or Regulation S under the Act or any successor rule or regulation thereto; provided, that in the case of clause (i) above, no such transfer shall be effective unless the written agreement providing for such transfer includes representations and warranties (expressed to be for the benefit of the Company as well as all other holders of Shares) substantially in the form set forth in Section 6 hereof (other than clause (e) thereof) and signed counterparts of such agreement are delivered to the Company. Each such transferee shall be subject to the same transfer restrictions imposed by this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, no holder of Shares shall transfer any stockholders' agreement Shares pursuant to Section 3(c) hereof, and no such transfer shall be effective, unless such holder has delivered to the Company an opinion of counsel reasonably satisfactory to the Company (which counsel may include attorneys who are employees of such holder) that registration in respect of such transfer is not required under the Purchaser is a partyAct. (e) Notwithstanding the foregoing provisions of this Section 3, all of the restrictions imposed hereby upon the transferability of the Shares shall terminate as to such Shares when: (i) they have been registered under the Act and sold in accordance with such registration; or (ii) counsel reasonably satisfactory to the Company has rendered an opinion to the Company that all of the Shares may be freely sold to the public without compliance with the registration provisions of the Act or any volume or manner of sale restrictions under Rule 144; or (iii) counsel reasonably satisfactory to the Company has rendered an opinion to the Company that such Shares may be freely sold to the public without compliance with the registration provisions of the Act. Whenever the restrictions imposed by this Section 3 terminate as to any Shares, the restated certificate holder thereof shall be entitled to receive from the Company, upon certification by the holder as to the circumstances of incorporation such termination to the reasonable satisfaction of the Company, as amended from time without expense, a new certificate not bearing the legends otherwise required pursuant to time, or the Purchaser's employment agreement with the Company or a subsidiary of the Company, none of the Escrowed Shares (or any beneficial interest therein) shall be transferred, encumbered or otherwise disposed of in any waythis Section 3.

Legends; Transfer Restrictions. (a) The certificates evidencing To insure compliance with the applicable provisions of the Act and the terms of this Agreement, no Shares shall be endorsed with sold or transferred except in a transaction permitted by this Section 3 or involving the following legend (and any other legend required to be placed thereon by applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. In addition, registration of such Shares under the certificates evidencing the Escrowed Shares shall be endorsed with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYAct. (b) Except as otherwise permitted byprovided in Section 3(e) hereof, and each certificate for any Shares shall be issued with a legend in substantially the following form: "The transfer of the securities represented by this certificate is subject to the conditions specified in that certain Common Stock Issuance Agreement dated as of August 31, 1995, with Reading & Bates Corporation (the "Company"), as the same may from time to xxxx be amended. The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any state securities or laws and may not be offered or sold unless such offer or sale is made pursuant to an effective registration statement under the Securities Act or is made in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws. (c) Each holder of Shares shall have the right to transfer Shares (i) to any Person who agrees in writing to take the same subject to the terms and provisions of each ofthis Agreement or (ii) pursuant to Rule 144 or Regulation S under the Act or any successor rule or regulation thereto; provided, that in the case of clause (i) above, no such transfer shall be effective unless the written agreement providing for such transfer includes representations and warranties (expressed to be for the benefit of the Company as well as all other holders of Shares) substantially in the form set forth in Section 6 hereof (other than clause (e) thereof) and signed counterparts of such agreement are delivered to the Company. Each such transferee shall be subject to the same transfer restrictions imposed by this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, no holder of Shares shall transfer any stockholders' agreement Shares pursuant to Section 3(c) hereof, and no such transfer shall be effective, unless such holder has delivered to the Company an opinion of counsel reasonably satisfactory to the Company (which counsel may include attorneys who are employees of such holder) that registration in respect of such transfer is not required under the Purchaser is a partyAct. (e) Notwithstanding the foregoing provisions of this Section 3, all of the restrictions imposed hereby upon the transferability of the Shares shall terminate as to such Shares when: (i) they have been registered under the Act and sold in accordance with such registration; or (ii) counsel reasonably satisfactory to the Company has rendered an opinion to the Company that all of the Shares may be freely sold to the public without compliance with the registration provisions of the Act or any volume or manner of sale restrictions under Rule 144; or (iii) counsel reasonably satisfactory to the Company has rendered an opinion to the Company that such Shares may be freely sold to the public without compliance with the registration provisions of the Act. Whenever the restrictions imposed by this Section 3 terminate as to any Shares, the restated certificate holder thereof shall be entitled to receive from the Company, upon certification by the holder as to the circumstances of incorporation such termination to the reasonable satisfaction of the Company, as amended from time without expense, a new certificate not bearing the legends otherwise required pursuant to time, or the Purchaser's employment agreement with the Company or a subsidiary of the Company, none of the Escrowed Shares (or any beneficial interest therein) shall be transferred, encumbered or otherwise disposed of in any waythis Section 3.