Common use of Securities Legend Clause in Contracts

Securities Legend. Each certificate evidencing securities issued hereunder, and each certificate issued in exchange for or upon the Transfer of any such securities, shall be stamped or otherwise imprinted with a legend (the “Legend”) in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such securities are uncertificated, such securities shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by the Reorganized Company or agent and the term “Legend” shall include such restrictive notation. The Reorganized Company shall remove the Legend (or restrictive notation, as applicable) set forth above from the certificates evidencing any such securities (or the securities register or other appropriate Reorganized Company records, in the case of uncertified securities), upon request, at any time after the restrictions described in such Legend cease to be applicable, including, as applicable, when such securities may be sold under Rule 144 of the Securities Act. The Reorganized Company may reasonably request such opinions, certificates or other evidence that such restrictions no longer apply as a condition to removing the Legend.

Securities Legend. Each certificate evidencing securities issued hereunder, all 4(a)(2) Rights Offering Securities and each certificate Unsubscribed Securities that are issued in exchange for or upon the Transfer of any such securitiesconnection with this Agreement, shall be stamped or otherwise imprinted with a legend (the “Legend”) in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such securities 4(a)(2) Rights Offering Securities or Unsubscribed Securities are uncertificated, such securities 4(a)(2) Rights Offering Securities or Unsubscribed Securities shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by the Reorganized Company or agent and the term “Legend” shall include such restrictive notation. The Reorganized Company shall remove the Legend (or restrictive notation, as applicable) set forth above from the certificates evidencing any such securities (or the securities register stock ledger or other appropriate Reorganized Company records, in the case of uncertified securities), upon request, ) at any time after the restrictions described in such Legend cease to be applicable, including, as applicable, when such securities shares may be sold under Rule 144 of the Securities Act. The Reorganized Company may reasonably request such opinions, certificates or other evidence that such restrictions no longer apply as a condition to removing the Legend. For the avoidance of doubt, Common Shares and Xxxxx Act Warrants issued pursuant to the 1145 Rights Offering and Common Shares issued in satisfaction of the Commitment Premium shall not include the Legend.

Securities Legend. Each certificate evidencing securities issued hereunder, and each certificate issued in exchange for or upon the Transfer A copy of any such securities, this Agreement shall be stamped or otherwise imprinted filed with a legend (the “Legend”) in substantially Secretary of the Company and kept with the records of the Company. Each certificate, if any, representing Securities owned by the Securityholders shall bear upon its face the following formlegend: “"THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF UNLESS (A) IN COMPLIANCE WITH THE ABSENCE SECURITYHOLDERS AGREEMENT, DATED AS OF AN EFFECTIVE REGISTRATION STATEMENT AUGUST 27, 2004 AND (B) UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDEROR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS.” In the event that any such securities are uncertificated, such securities " All Securityholders shall be subject to a restrictive notation substantially similar bound by the requirements of such legend to the Legend in extent that such legend is applicable. Upon a registration under the stock ledger Act of any Securities or sale of Securities pursuant to Rule 144 or any other appropriate records maintained by exemption from registration where the Reorganized Company or agent and removal of the term “Legend” legend is appropriate, the certificate representing such Securities shall include such restrictive notation. The Reorganized Company shall remove the Legend (or restrictive notation, as applicable) set forth above from the certificates evidencing any such securities (or the securities register or other appropriate Reorganized Company records, in the case of uncertified securities), upon requestbe replaced, at any time after the restrictions described in such Legend cease to be applicable, including, as applicable, when such securities may be sold under Rule 144 expense of the Securities Act. The Reorganized Company may reasonably request such opinionsCompany, with certificates or other evidence that such restrictions no longer apply as a condition to removing not bearing the Legendlegend required by this Section 11.2.

Securities Legend. Each certificate Stockholder understands that any document evidencing securities issued hereunder, and each certificate issued in exchange for or upon the Transfer of any such securities, shall be stamped or otherwise imprinted with Shares will bear a restrictive legend (the “Legend”) in substantially the following form: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER THE ACT SUCH ACT, OR SUCH STATE LAWS, OR AN AVAILABLE EXEMPTION FROM OPINION OF COUNSEL IS FURNISHED TO THE COMPANY (WHICH OPINION AND COUNSEL RENDERING SAME SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT SUCH REGISTRATION THEREUNDERIS NOT REQUIRED.” In " Stockholder also understands that the event that any such securities are uncertificated, such securities shall records of ProMedCo will indicate the restrictions on transferability and sale noted above in this Section 1.4 and stop transfer instructions have been or will be subject to a restrictive notation substantially similar placed with respect to the Legend in Shares so as to restrict the stock ledger or other appropriate records maintained by transfer thereof. Stockholder agrees not to dispose of any of the Reorganized Company or agent and Shares unless ProMedCo receives an opinion of counsel acceptable to it that the term “Legend” shall include such restrictive notation. The Reorganized Company shall remove Shares can be transferred without violation of the Legend (or restrictive notation, as applicable) set forth above from the certificates evidencing any such securities (or the securities register or other appropriate Reorganized Company records, in the case of uncertified securities), upon request, at any time after the restrictions described in such Legend cease to be applicable, including, as applicable, when such securities may be sold under Rule 144 registration requirements of the Securities ActAct and the rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws or regulations, or ProMedCo receives evidence satisfactory to it that the Shares have been validly registered under the Securities Act and any applicable state securities laws. The Reorganized Company may reasonably request such opinionsNotwithstanding the foregoing, certificates or other evidence ProMedCo shall not approve any transfer of shares that such restrictions no longer apply is inconsistent with the intent of the parties to qualify the transaction as a condition to removing tax-free reorganization as set forth in ss. 2.1 of the LegendMerger Agreement.