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, the Investors consent and shall cause any of their Affiliates that own Voting Securities to consent: (i) to the placement of the following legend on all certificates representing Voting Securities hereafter owned, directly or indirectly, by the Investors or any of their Affiliates until such time as such securities have been transferred in accordance with Article III or, if earlier, the first anniversary of the Closing: "The securities represented by this certificate are subject to the provisions of a Standstill and Registration Rights Agreement dated as of May 15, 2001, among Pediatrix Medical Group, Inc. (the "COMPANY"), Welsh, Carson, Ande▇▇▇▇ & ▇tow▇, VII, L.P., WCAS Healthcare Partners, L.P, John ▇. ▇▇▇▇▇▇▇, Stev▇▇ ▇. ▇▇▇▇, ▇▇n ▇. ▇▇▇▇▇▇, ▇.D., Roge▇ ▇. ▇▇▇▇▇, ▇.D., Kris▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇se▇▇ ▇▇▇▇▇▇▇, ▇▇rl ▇. ▇▇▇▇▇▇, ▇▇ia▇ ▇. ▇▇▇▇▇▇ ▇▇▇ certain other persons specified therein, and may not be transferred except in accordance with such agreement. Copies of such agreement are on file at the office of the corporate secretary of the Company." Promptly following the acquisition of any Voting Securities not so legended by the Investors or any of their Affiliates, the Investors shall present or cause to be presented to the Company all certificates representing such Voting Securities for the placement of such legend thereon; and (ii) to entry of a stop transfer order with any transfer agent and registrar for Voting Securities against transfer of any Voting Securities except in compliance with the requirements of this Agreement. The Investors and their Affiliates shall be entitled to receive new certificates representing any Voting Securities owned, directly or indirectly, by them without the foregoing legend promptly following receipt of an opinion in form and substance reasonably satisfactory to the Company from counsel reasonably satisfactory to the Company (which, for such purpose, shall include Reboul, MacMurray, Hewi▇▇, ▇▇▇▇▇▇▇ & ▇ristol) to the effect that such legends are no longer applicable.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, the Investors consent and shall cause any of their Affiliates that own Voting Securities to consent: (i) to the placement of the following legend on all certificates representing Voting Securities hereafter owned, directly or indirectly, by the Investors or any of their Affiliates until such time as such securities have been transferred in accordance with Article III or, if earlier, the first anniversary of the Closing: "The securities represented by this certificate are subject to the provisions of a Standstill and Registration Rights Agreement dated as of May 15[ ], 2001, among Pediatrix Medical Group, Inc. (the "COMPANYCompany"), Welsh, Carson, Ande▇▇▇▇ & ▇tow▇, VII, L.P., WCAS Healthcare Partners, L.P, John ▇. ▇▇▇▇▇▇▇, Stev▇▇ ▇. ▇▇▇▇, ▇▇n ▇. ▇▇▇▇▇▇, ▇.D., Roge▇ ▇. ▇▇▇▇▇, ▇.D., Kris▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇se▇▇ ▇▇▇▇▇▇▇, ▇▇rl ▇. ▇▇▇▇▇▇, ▇▇ia▇ ▇. ▇▇▇▇▇▇ ▇▇▇ certain other persons specified therein, and may not be transferred except in accordance with such agreement. Copies of such agreement are on file at the office of the corporate secretary of the Company." Promptly following the acquisition of any Voting Securities not so legended by the Investors or any of their Affiliates, the Investors shall present or cause to be presented to the Company all certificates representing such Voting Securities for the placement of such legend thereon; and (ii) to entry of a stop transfer order with any transfer agent and registrar for Voting Securities against transfer of any Voting Securities except in compliance with the requirements of this Agreement. The Investors and their Affiliates shall be entitled to receive new certificates representing any Voting Securities owned, directly or indirectly, by them without the foregoing legend promptly following receipt of an opinion in form and substance reasonably satisfactory to the Company from counsel reasonably satisfactory to the Company (which, for such purpose, shall include Reboul, MacMurray, Hewi▇▇, ▇▇▇▇▇▇▇ & ▇ristol) to the effect that such legends are no longer applicable.