Common use of Stop Transfer Instructions and Legends Clause in Contracts

Stop Transfer Instructions and Legends. Buyer may adopt any procedures and take any steps it deems reasonably necessary to prevent any transfers of Buyer Common Units or other securities issued by Buyer in respect of any Buyer Common Units by Seller and its affiliates in violation of Section 5.15, including issuing stop transfer orders to its transfer agent. In addition, Seller acknowledges and agrees that each certificate representing any Consideration Unit or other security issued by Buyer in respect of any such Consideration Unit shall bear the following restrictive legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THE SUBMISSION OF SUCH OTHER EVIDENCE SATISFACTORY TO THE PARTNERSHIP TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT. When Buyer reasonably believes that Seller may sell the Consideration Units without registration of the Consideration Units pursuant to the Securities Act, Buyer shall authorize the removal of any restrictive legend or stop transfer instructions relating to such Consideration Units. If Buyer has a reasonable doubt about whether Seller may sell the Consideration Units without registration pursuant to the Securities Act, Buyer shall have the right to require Seller to deliver to Buyer a legal opinion from Seller’s legal counsel in a form reasonably acceptable to Buyer.

Stop Transfer Instructions and Legends. Buyer The Partnership may adopt any procedures and take any steps it deems reasonably necessary to prevent any transfers Transfers of Buyer Common Units Units, Registrable Securities or other securities issued by Buyer the Partnership in respect of any Buyer Common Units such securities by Seller and its affiliates Holders in violation of Section 5.15Sections 7-8, including issuing stop transfer orders to its transfer agent. In addition, Seller each Holder acknowledges and agrees that each certificate representing any Consideration Unit Unit, Registrable Security or other security issued by Buyer the Partnership in respect of any such Consideration Unit security shall bear the following restrictive legend: THESE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER) OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP PARTNERSHIP’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES SAID ACT OR THE SUBMISSION TO THE PARTNERSHIP’S COUNSEL OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE PARTNERSHIP TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF SAID ACT OF 1933. THE SECURITIES ACT. When Buyer reasonably believes that Seller may sell the Consideration Units without registration of the Consideration Units pursuant to the Securities ActREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, Buyer shall authorize the removal of any restrictive legend or stop transfer instructions relating to such Consideration Units. If Buyer has a reasonable doubt about whether Seller may sell the Consideration Units without registration pursuant to the Securities ActAS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT OF EVEN DATE HEREWITH AMONG GENESIS ENERGY, Buyer shall have the right to require Seller to deliver to Buyer a legal opinion from Seller’s legal counsel in a form reasonably acceptable to BuyerL.P., THE UNITHOLDER LISTED ON THIS CERTIFICATE, AND OTHERS.”

Stop Transfer Instructions and Legends. Buyer Partners may adopt any procedures and take any steps it deems reasonably necessary to prevent any transfers Transfers of Buyer Base Common Units Units, Waiver Units, Class B Units, Registrable Securities or other securities issued by Buyer Partners in respect of any Buyer Common Units such securities by Seller and its affiliates Holders in violation of Section 5.15Sections 6 and 7, including issuing stop transfer orders to its transfer agent. In addition, Seller each Holder acknowledges and agrees that each certificate representing any Consideration Unit Base Common Unit, Waiver Unit, Class B Unit, Registrable Security or other security issued by Buyer Partners in respect of any such Consideration Unit security shall bear the following restrictive legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE OFFEREDSOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE FIFTH AMENDED AND RESTATED AGREEMENT LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS OF DECEMBER 28, 2010, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER) OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP PARTNERS’ COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES SAID ACT OR THE SUBMISSION TO THE PARTNERS’ COUNSEL OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE PARTNERSHIP PARTNER TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF SAID ACT OF 1933. THE SECURITIES ACT. When Buyer reasonably believes that Seller may sell the Consideration Units without registration of the Consideration Units pursuant to the Securities ActREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, Buyer shall authorize the removal of any restrictive legend or stop transfer instructions relating to such Consideration Units. If Buyer has a reasonable doubt about whether Seller may sell the Consideration Units without registration pursuant to the Securities ActAS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT OF EVEN DATE HEREWITH BETWEEN GENESIS ENERGY, Buyer shall have the right to require Seller to deliver to Buyer a legal opinion from Seller’s legal counsel in a form reasonably acceptable to BuyerL.P. AND THE UNITHOLDERS PARTY THERETO.”

Stop Transfer Instructions and Legends. Buyer may adopt any procedures and take any steps it deems reasonably necessary to prevent any transfers of Buyer Common Units or other securities issued by Buyer in respect of any Buyer Common Units by Seller Sellers and its their affiliates in violation of Section 5.155.18, including issuing stop transfer orders to its transfer agent. In addition, each Seller acknowledges and agrees that each certificate representing any Consideration Unit or other security issued by Buyer in respect of any such Consideration Unit shall bear the following restrictive legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THE SUBMISSION OF SUCH OTHER EVIDENCE SATISFACTORY TO THE PARTNERSHIP TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT. When Buyer reasonably believes that Seller Sellers may sell the Consideration Units without registration of the Consideration Units pursuant to the Securities Act, Buyer shall authorize the removal of any restrictive legend or stop transfer instructions relating to such Consideration Units. If Buyer has a reasonable doubt about whether Seller Sellers may sell the Consideration Units without registration pursuant to the Securities Act, Buyer shall have the right to require Seller Sellers to deliver to Buyer a legal opinion from Seller’s legal counsel a law firm, and in a form form, reasonably acceptable to Buyer.

Stop Transfer Instructions and Legends. Buyer The Parent may adopt any procedures and take any steps it deems reasonably necessary to prevent any transfers Transfers of Buyer Common Units or other securities issued by Buyer the Parent in respect of any Buyer Common Units by Seller the Investor and its affiliates Affiliates in violation of Section 5.15this Article 7, including issuing stop transfer orders to its transfer agent. In addition, each Seller Party acknowledges and agrees that each certificate representing any Consideration Unit or other security issued by Buyer the Parent in respect of any such Consideration Unit shall bear the following restrictive legend: THESE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER) OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP PARENT’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES SAID ACT OR THE SUBMISSION TO THE PARENT’S COUNSEL OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE PARTNERSHIP PARENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF SAID ACT OF 1933. THE SECURITIES ACT. When Buyer REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN THE LOCK-UP AGREEMENT OF EVEN DATE HEREWITH EXECUTED BY THE UNITHOLDER LISTED ON THIS CERTIFICATE.” Upon the later to occur of (x) each release date set forth in Section 7(d) or (y) the date on which the Investor reasonably believes that Seller the Sellers may sell the Consideration Units without registration of the Consideration Units pursuant to the Securities Act, Buyer the Investor shall cause the Parent shall notify the transfer agent of the termination of the lockup as to such Units and authorize the removal of any restrictive legend or stop transfer instructions relating to such Consideration Units. If Buyer In connection with the preceding sentence, if the Investor has a reasonable doubt about whether Seller Sellers may sell the Consideration Units without registration pursuant to the Securities Act, Buyer the Investor shall have the right to require Seller the Sellers to deliver to Buyer the Investor a legal opinion from Seller’s legal counsel a law firm, and in a form form, reasonably acceptable to Buyerthe Investor.

Stop Transfer Instructions and Legends. Buyer The Partnership may adopt any procedures and take any steps it deems reasonably necessary to prevent any transfers Transfers of Buyer Common Units Units, Registrable Securities or other securities issued by Buyer the Partnership in respect of any Buyer Common Units such securities by Seller and its affiliates Holders in violation of Section 5.15Sections 6-7, including issuing stop transfer orders to its transfer agent. In addition, Seller each Holder acknowledges and agrees that each certificate representing any Consideration Unit Unit, Registrable Security or other security issued by Buyer the Partnership in respect of any such Consideration Unit security shall bear the following restrictive legend: THESE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER) OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP PARTNERSHIP’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES SAID ACT OR THE SUBMISSION TO THE PARTNERSHIP’S COUNSEL OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE PARTNERSHIP TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF SAID ACT OF 1933. THE SECURITIES ACT. When Buyer reasonably believes that Seller may sell the Consideration Units without registration of the Consideration Units pursuant to the Securities ActREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, Buyer shall authorize the removal of any restrictive legend or stop transfer instructions relating to such Consideration Units. If Buyer has a reasonable doubt about whether Seller may sell the Consideration Units without registration pursuant to the Securities ActAS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT OF EVEN DATE HEREWITH AMONG GENESIS ENERGY, Buyer shall have the right to require Seller to deliver to Buyer a legal opinion from Seller’s legal counsel in a form reasonably acceptable to BuyerL.P., THE UNITHOLDER LISTED ON THIS CERTIFICATE, AND OTHERS.”